THE MERGER; CONVERSION OF SECURITIES Sample Clauses

THE MERGER; CONVERSION OF SECURITIES. SECTION 2.01. The Merger; Effective Time of the Merger. Subject to the provisions of this Agreement, Merger Sub will be merged with and into Company (the “Merger”). A certificate of merger (the “Certificate of Merger”) shall be duly prepared, executed, and acknowledged by the parties and thereafter delivered to the Secretary of State of the State of Delaware, for filing, as provided in the Delaware General Corporation Law (the “DGCL”) as soon as practicable on or after the Closing Date (as defined below). The Merger shall become effective upon the acceptance for filing of the Certificate of Merger by the Secretary of State of the State of Delaware or at such time thereafter as is provided in the Certificate of Merger (the “Effective Time”). Solely for purposes of clarification, Company and the Stockholders’ Representative acknowledge and agree that Parent will have no obligation to make any payment pursuant to this Agreement until the Certificate of Merger has been certified in writing by the Secretary of State of the State of Delaware.
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THE MERGER; CONVERSION OF SECURITIES. SECTION 2.01. The Merger; Effective Time of the Merger. Subject to the provisions of this Agreement, Merger Sub will be merged with and into Company (the “Merger”). At the Closing (defined below), the Company and Merger Sub will cause a Certificate of Merger (the “Certificate of Merger”) to be completed, executed, acknowledged and filed with the Secretary of State of the State of Georgia as provided in Section 14-2-1105(b) and Section 14-2-1105.1 of the Georgia Business Corporation Code, as amended (the “GBCC”). The Merger shall be effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Georgia or such other time as shall be agreed upon by the parties hereto in writing and set forth in the Certificate of Merger in accordance with the GBCC (the “Effective Time”). Solely for purposes of clarification, Company and the Shareholders’ Representative acknowledge and agree that Parent will have no obligation to make any payment pursuant to this Agreement until the Merger has been confirmed in writing by the Secretary of State of the State of Georgia.
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THE MERGER; CONVERSION OF SECURITIES. 2.1. The Merger......................................................15 2.2. Effective Time..................................................15 2.3. Closing of the Merger...........................................15 2.4. Effects of the Merger...........................................15 2.5. Certificate of Incorporation and Bylaws.........................16
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THE MERGER; CONVERSION OF SECURITIES 
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Related to THE MERGER; CONVERSION OF SECURITIES

  • Conversion of Securities At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities:

  • Conversion of Securities in the Merger At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Securities Exchange of Certificates 16 Section 3.1 Conversion of Securities 16 Section 3.2 Exchange of Certificates 17 Section 3.3 Dissenters’ Rights 20 Section 3.4 Stock Transfer Books 20 Section 3.5 Company Equity and Long-Term Incentive Awards 21 Article 4 Representations and Warranties of the Company 23 Section 4.1 Organization and Qualification; Subsidiaries 23 Section 4.2 Certificate of Incorporation and By-laws; Corporate Books 24 Section 4.3 Capitalization; Subsidiaries 24 Section 4.4 Authority 25 Section 4.5 No Conflict; Required Filings and Consents 26 Section 4.6 Compliance with Laws 27 Section 4.7 SEC Filings; Financial Statements 28 Section 4.8 Proxy Statement and SEC Filings 29 Section 4.9 Absence of Certain Changes or Events 29 Section 4.10 Benefit Plans; Employees and Employment Practices 29 Section 4.11 Contracts; Debt Instruments 33 Section 4.12 Litigation 37 Section 4.13 Environmental Matters 38 Section 4.14 Intellectual Property 39 Section 4.15 Taxes 40 Section 4.16 Insurance 41 Section 4.17 Real Estate 43 Section 4.18 Board Approval 48 Section 4.19 Brokers 49 Section 4.20 Indebtedness 49 Section 4.21 Identifying Health Care Businesses; Licenses and Permits; Compliance with Applicable Law; Health Care Regulation 49

  • Acquisition of Securities The Company shall not, and shall cause its Affiliates not to, resell or otherwise dispose of any Securities acquired by them, in the open market or otherwise, and shall, and shall cause its Affiliates to, surrender all such Securities acquired to the Trustee for cancellation.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

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