The Plan of Merger. 2.01 The Merger and the Surviving Corporation.
The Plan of Merger. On the Effective Date, immediately prior to (but subject to the consummation of) the Plan of Reorganization described in Section 2.1(c), and upon the terms and subject to the conditions of this Agreement:
(i) At the Merger Effective Time (as defined herein), Trenwick shall merge with and into Trenwick LLC, pursuant to Section 264 of the General Corporation Law of the State of Delaware, as amended (the "GCL"), with Trenwick LLC as the surviving entity, whereupon the shareholders of Trenwick shall receive a number of Trenwick Delaware Shares equal to the number of Trenwick Shares owned by them in a transaction intended to qualify as a tax-free reorganization under Section 368(a) of the Code. At the Merger Effective Time, the one share of common stock of Trenwick Delaware owned by Trenwick shall be cancelled;
(ii) Trenwick LLC shall distribute to Trenwick Delaware all of the issued and outstanding shares of Trenwick Holdings Limited and Trenwick Services Limited;
(iii) Trenwick Delaware shall assume all undertakings and obligations of Trenwick under this Agreement and, upon such assumption for the purposes of Section 2.1(c) and the Plan of Reorganization and transactions contemplated thereby, all references to Trenwick, Trenwick Shares, Trenwick Options and any other similar reference, respectively, under this Agreement shall refer to Trenwick Delaware, Trenwick Delaware Shares, options to acquire Trenwick Delaware Shares and to such similar reference, respectively; and
(iv) Trenwick Delaware shall contribute to Trenwick Subsidiary its entire interest in Trenwick LLC.
The Plan of Merger. 9 Section 2.1. The Merger..................................................................................9 Section 2.2. Effective Time..............................................................................9 Section 2.3. Effects of the Merger.......................................................................9 Section 2.4. Certificate of Incorporation and Bylaws.....................................................9 Section 2.5.
The Plan of Merger. The plan of merger is set forth as Exhibit A and is incorporated by reference. The Plan has been duly adopted and approved by the Board of Directors of each of Legal Anywhere, Merger Sub and Niku.
The Plan of Merger. The Agreement and Plan of Merger between the Parent and the Subsidiary dated __________ (the “Agreement”) is attached hereto as Appendix 1 and is incorporated herein by this reference.
The Plan of Merger. The Agreement and Plan of Merger between the Nonsurviving Corporation and the Surviving Corporation dated _______________ (the “Plan”) is attached hereto as Appendix 1 and is incorporated herein by this reference.
The Plan of Merger. Subject to the terms and conditions of this Agreement, including the receipt of all requisite regulatory and shareholder approvals, the acquisition of Tri-County by Platte Valley (the "Merger") will be carried out in the following manner:
a. Tri-County will cooperate in the preparation and filing by Platte Valley of such applications to regulatory authorities as may be necessary to obtain all approvals requisite to the consummation of the Merger, including those described in Section 3.1(c) hereof.
b. Platte Valley and Tri-Countx xxxx xach cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement.
c. Tri-County shall call a meeting of its shareholders to approve the Merger and shall solicit proxies in favor of the Merger.
d. Subject to the provisions of this Agreement, Articles of Merger substantially in the form of Exhibit A attached hereto, shall be duly executed and on the Closing Date (as defined in Section 1.2 hereof), or as soon thereafter as reasonably practicable, filed with the Colorado Secretary of State in accordance with the Colorado Business Corporation Act (the "CBCA") and with the Wyoming Secretary of State in accordance with the Wyoming Business Corporation Act ("WBCA"). The Merger shall become effective at the time specified in the Articles of Merger (the "Effective Time").
e. At the Effective Time, AcqCo shall merge with and into Tri-County, the separate existence of AcqCo shall cease, and Tri-County shall continue as the surviving corporation. Tri-County, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation."
f. For each outstanding share of Tri-County common stock ($0.10 par value) ("Tri-County Stock") held immediately prior to the Effective Time, the shareholders of Tri-County (except those effectively exercising their dissenter's rights of appraisal, as described in Section 2.2 hereof, shall receive cash in the amount of $12.60 per share (the "Consideration") with a maximum of 883,969 shares of Tri-County Stock (including shares held by the Tri-County ESOP) outstanding at the Closing Date.
g. The holders of options for 72,207 shares of Tri-County Stock shall receive total consideration not to exceed $529,013.20, as further described in Section 2.4, and each such option shall be canceled.
h. Tri-County's expenses attributable to the negotiation and consummation of this Agreement and the transactions contemplated her...
The Plan of Merger. 3 2.01 The Merger and the Surviving Corporation ......................3 2.02 Effectiveness of the Merger ...................................4 2.03
The Plan of Merger. 1 (a) THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . 1 (b) EFFECT OF THE MERGER. . . . . . . . . . . . . . . . . . . 2 (c) ARTICLES OF INCORPORATION AND BYLAWS; DIRECTORS AND OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . 2 (d)
The Plan of Merger. In connection with the Merger and the reorganization under Code Section 368(a)(1)(A), the respective boards of directors of Fine Gold and Altair have duly adopted and approved, Altair, in its capacity as the sole shareholder of Fine Gold, has approved, and the board of directors of TMI approved and has resolved to submit to the shareholders of TMI for approval, a plan of merger (the "PLAN OF MERGER") required by Xxxxxxx 00 xx 0000 Xxx. XX 433, 768th Sess. Nev. Leg., 1995 Nev. Stat. 586 (the "NEVADA ACT") and the Washington Business Corporation Act (the "WASHINGTON ACT"), which Plan of Merger includes, among other things, provisions to the following effect:
