The Merger Transaction Sample Clauses

The Merger Transaction. The Company, PG&E Corporation, a California ---------------------- corporation ("Acquiror"), and [PG&E SubCo.], a Delaware corporation ("Sub") have entered into a Plan and Agreement of Merger, dated as of January 31, 1997 (the "Merger Agreement"), providing for the Merger (as defined in the Merger Agreement) of Sub with and into the Company, with the Company as the surviving corporation.

The Merger Transaction. The Companies Regulations (Arrangement and Settlement), 5762-2002. – The Companies Regulations (Notice and Announcement of a General Meeting and a Type Meeting in a Public Company), 5760- 2000, and the Companies Regulations (Voting in Writing and Position Statements), 5766-2005. – The Securities Regulations (Transaction between a Company and its Controlling Shareholder), 5761- 2001. Subject to the provisions of this Agreement and to the complete fulfillment of the Conditions Precedent (as defined above), as of the Date of Completion, the following actions will simultaneously and concurrently be performed and/or take effect: 2.1 The Parent Company will be merged with and into the Subsidiary, in such a way that the activity of the Parent Company will be transferred to the Subsidiary, subject to the provisions of Section 2.3 below, and, as a result, the Parent Company will be dissolved and deleted from the records of the Registrar of Companies, by virtue of the order that will be issued by the court, pursuant to the provisions of Section 351 of the Companies Law, which will reflect the validation of the Merger Transaction pursuant to the provisions of this Agreement and in accordance with which, inter alia, on the Date of Completion: a. All of the assets and liabilities of the Parent Company, including known and unknown future conditional obligations, and including known and unknown future conditional rights, as well as all of the security that was provided by the Parent Company and in its favor, will be transferred to and conferred upon the Subsidiary, including the Parent Company’s Holdings in the Subsidiary, which will constitute part of the Sold Shares, as set forth in subsection e below. b. Subject to the provisions of Section 2.3 below, the continuity of rights of all of the employees of the Parent Company who will be employed by the Subsidiary starting on the Date of Completion will be fully preserved. In other words, the employees will continue to fulfill the functions that were fulfilled by them in the framework of the Parent Company, mutatis mutandis, and they will continue to be entitled to all of the benefits and privileges to which they were entitled as employees of the Parent Company – this, in the framework of an employer-employee relationship with the Subsidiary – and their continuity of employment, seniority, social benefits and ancillary conditions will remain unchanged. In this regard, it should be clarified that, starting on the Date of Co...

The Merger Transaction. On the conditions set forth below, REMEC or a ---------------------- subsidiary of REMEC would merge with STM (the "Merger"). In the Merger, the current shareholders of STM would receive Common Stock of REMEC in exchange for their shares of Common Stock of STM based on the exchange ratio described below.

The Merger Transaction. 2.1. In accordance with the provisions of this Agreement and subject to the fulfillment of the Conditions Precedent as detailed in Section 7 below, on the Closing Date, all actions set forth in Section 8 below shall be carried out, as a result of which Merger Sub shall merge with and into Magic, such that all of Merger Sub’s activities, assets, and liabilities shall be transferred into Magic, and consequently, Merger Sub shall be dissolved and removed from the Register of Companies pursuant to Section 323 of the Companies Law. The Eligible Shareholders shall receive, on the Closing Date, in consideration for their Magic Shares, the Merger Consideration (the “Merger Transaction” or the “Transaction”). Following the Merger, Magic’s shares shall be delisted from trading on the TASE and NASDAQ, and Magic shall become a private company (as defined in the Companies Law) wholly owned by Matrix. 2.2. Prior to the date of execution of this Agreement, Formula delivered to the Parties a written undertaking attached hereto as Appendix 2.2, whereby it undertakes to vote by way of all of its shares in favor of the approval of the Merger Transaction and all related resolutions at the general meetings of both Matrix and Magic, the agendas of which shall include the approval of the Merger Transaction. Formula has also notified the Parties that it shall not sell its shares in Magic or Matrix in a manner that would cause it to cease to be the sole controlling shareholder of Magic and Matrix. This undertaking shall be in force as of the execution of the Merger Agreement and until the earlier of: (a) 15 months from the date of this Agreement, and (b) the Closing Date (the “Formula Undertaking”).

The Merger Transaction. Section 2.1 The Merger . . . . . . . . . . . . . . . 1 Section 2.2

The Merger Transaction. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 2.2 hereof), Target shall be merged (the “Merger”) with and into Acquiror, with Acquiror being the surviving corporation in the Merger (the “Surviving Corporation”) and the separate existence of Target shall thereupon cease. The Merger shall have the effects set forth in the NRS and the IBCA.

The Merger Transaction