The Merger Closing. (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").
The Merger Closing. Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.
The Merger Closing. Subject to the terms and conditions of this Agreement, Acquiror, Subsidiary, the Company, and the Shareholders agree as follows:
The Merger Closing. Section 2.1. The Merger. 16 Section 2.2. Effects of the Merger 16 Section 2.3. Closing; Effective Time. 16 Section 2.4. Closing Deliverables. 17 Section 2.5. Governing Documents 18 Section 2.6. Directors and Officers 18 Section 2.7. Tax Free Reorganization Matters 18 ARTICLE III EFFECTS OF THE MERGER ON THE COMPANY CAPITAL STOCK AND EQUITY AWARDS Section 3.1. Conversion of Securities. 19 Section 3.2. Exchange Procedures. 19 Section 3.3. Treatment of Company Options and Company Restricted Stock. 20 Section 3.4. Withholding 21 Section 3.5. Dissenting Shares 21 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.1. Company Organization 22 Section 4.2. Subsidiaries 22 Section 4.3. Due Authorization 22 Section 4.4. No Conflict 23 Section 4.5. Governmental Authorities; Consents 23 Section 4.6. Capitalization of the Company. 23 Section 4.7. Capitalization of Subsidiaries. 24 Section 4.8. Financial Statements 25 Section 4.9. Undisclosed Liabilities 26 Section 4.10. Litigation and Proceedings 26 Section 4.11. Legal Compliance. 26 Section 4.12. Contracts; No Defaults. 26 Section 4.13. Company Benefit Plans. 28 Section 4.14. Labor Relations; Employees. 30 Section 4.15. Taxes 31 Section 4.16. Brokers’ Fees 32 Section 4.17. Insurance 33 Section 4.18. Licenses 33 TABLE OF CONTENTS (continued) Page Section 4.19. Equipment and Other Tangible Property 33 Section 4.20. Real Property. 33 Section 4.21. Intellectual Property. 34 Section 4.22. Privacy and Cybersecurity. 35 Section 4.23. Environmental Matters 36 Section 4.24. Absence of Changes 36 Section 4.25. Anti-Corruption Compliance. 37 Section 4.26. Sanctions and International Trade Compliance. 37 Section 4.27. Information Supplied 37 Section 4.28. Customers and Suppliers. 37 Section 4.29. Government Contracts 38 Section 4.30. Sufficiency of Assets 38 Section 4.31. No Additional Representation or Warranties 38 ARTICLE V REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Section 5.1. Company Organization 38 Section 5.2. Due Authorization. 39 Section 5.3. No Conflict 39 Section 5.4. Litigation and Proceedings 40 Section 5.5. SEC Filings 40 Section 5.6. Internal Controls; Listing; Financial Statements. 40 Section 5.7. Governmental Authorities; Consents 41 Section 5.8. Trust Account 41 Section 5.9. Investment Company Act; JOBS Act 42 Section 5.10. Absence of Changes 42 Section 5.11. No Undisclosed Liabilities 42 Section 5.12. Capitalization of Acquiror. 42 Section 5.13. Brokers’ Fees 44 Section 5.14. Inde...
The Merger Closing. (a) Subject to the terms and conditions of this Agreement, in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time (as defined in Section 1.2 hereof), the Company shall merge with and into iPCS. iPCS shall be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") in the Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of the Company shall terminate.
The Merger Closing. At the closing of the Merger in accordance with the Merger Agreement, GDI shall deliver to each Purchaser (a) certificates representing shares of GDI Series A Preferred to be issued to the Purchasers pursuant to the Merger Agreement, which shall be in an amount calculated in accordance with Section 5 of the Merger Agreement and Section 1.2(b) hereof and (b) First Closing GDI Warrants to purchase First Closing GDI Warrant Shares in an amount calculated in accordance with Section 8 of the Merger Agreement and Section 1.2(b) hereof, in each case, registered in the name of each such Purchaser.
The Merger Closing. (a) As soon as practicable, and in any event not more than five Business Days after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, the Company and Parent shall file articles of merger with the Maryland State Department of Assessments and Taxation (the "MSDAT") and make all other filings or recordings required by Maryland Law in connection with the Merger. The Merger shall become effective (the "EFFECTIVE TIME") at the time the Certificate of Merger is issued by the MSDAT (or at such later time as may be specified in the Certificate of Merger) in accordance with Maryland Law. Upon and following the Merger, the separate existence of the Company shall cease, and Parent shall be the Surviving Corporation (the "SURVIVING CORPORATION") in the Merger and shall continue its corporate existence under the laws of the State of Maryland. The name of the Surviving Corporation shall continue to be "Xxxxx Spring Bancorp, Inc."
The Merger Closing. (a) As soon as practicable, and in any event not more than five Business Days, after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, the Company and Parent shall file articles of merger with the State Corporation Commission of Virginia and the Maryland State Department of Assessments and Taxation (the “MSDAT”) and make all other filings or recordings required by Virginia Law or Maryland Law in connection with the Merger. The Merger shall become effective (the “Effective Time”) at the later of the time the Certificate of Merger is issued by the Virginia State Corporation Commission and the time a Certificate of Merger is issued by the MSDAT (or at such later time as may be specified in the Certificates of Merger) in accordance with the VSCA and Maryland Law. Upon and following the Merger, the separate existence of the Company shall cease, and Parent shall be the Surviving Corporation (the “Surviving Corporation”) in the Merger and shall continue its corporate existence under the laws of the State of Maryland. The name of the Surviving Corporation shall continue to be “Mercantile Bankshares Corporation”.
The Merger Closing. 1 1.1. The Merger..........................................................1 1.2.
The Merger Closing. 10 SECTION 2.1 The Mergers .................................................10 SECTION 2.2 Directors ...................................................11 SECTION 2.3 Certificate of Incorporation and Bylaws......................12 SECTION 2.4 Officers ....................................................12 ARTICLE 3
