The Reverse Merger Sample Clauses

The Reverse Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time Sub will merge with and into the Company pursuant to the Reverse Merger. Following the Effective Time of the Reverse Merger, the separate corporate existence of Sub shall cease and the Company shall survive and continue to exist as a Delaware corporation.
Sample 1
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The Reverse Merger. Subject to and promptly following the satisfaction or waiver of all the conditions precedent to the Reverse Merger set forth herein, the parties hereto shall cause the Reverse Merger to be consummated by filing with the California Secretary of State an Agreement of Merger (the "Agreement of Merger"), in such form as is required by, and executed in accordance with, the relevant provisions of the CCC (the time of such filing being the "Effective Time"). At the Effective Time, in accordance with this Agreement and the CCC, Acquisition Sub shall be merged with and into the Company, the separate existence of the Acquisition Sub shall cease and the Company shall continue as the surviving corporation. The Company and Acquisition Sub are sometimes referred to herein as the "Reverse Merger Constituent Corporations" and the Company is sometimes referred to herein as the "Reverse Merger Surviving Corporation." Provided that this Agreement has not been earlier terminated as provided herein, the parties hereto shall use commercially reasonable efforts to cause the Agreement of Merger to be filed with the California Secretary of State so that the Effective Time occurs on the Closing Date.
Sample 1
The Reverse Merger. (a) Subject to the terms and conditions of this Agreement, Disappearing Sub shall be merged with and into Val-Tex (the “Reverse Merger”) in accordance with the laws of the State of Texas, including the Texas Business Organizations Code (“TBOC”), whereupon the separate existence of Disappearing Sub shall cease, and Val-Tex shall be the surviving entity of the Reverse Merger (the “Initial Surviving Entity”). (b) As soon as practicable after satisfaction of (or to the extent permitted hereunder, waiver of) all conditions to Closing, Disappearing Sub and Val-Tex shall (i) file a certificate of merger (the “Reverse Certificate of Merger”) with the Texas Secretary of State, and make all such other filings or recordings required by the TBOC in connection with the Reverse Merger. The Reverse Merger shall become effective upon completion of the filing of the Reverse Certificate of Merger in accordance with the relevant provisions of the TBOC (the “Initial Effective Time”). (c) From and after the Initial Effective Time, the Initial Surviving Entity shall possess all the assets, liabilities, rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Disappearing Sub and Val-Tex, all as provided under the TBOC. (d) Prior to the Closing, Val-Tex shall (x) pay in full all of the following categories of Val-Tex’s expenses: Transaction Expenses, accounts payable, receiving accrual, sales tax, commissions payable, accrued franchise tax, accrued advertising, accrued employee retirement, accrued bonus expense, and dividends payable and (y) distribute as a dividend to its shareholders (after retaining an amount equal to all dividends declared and not paid to Val-Tex Shareholders because of Val-Tex’s inability to locate such Shareholders), all of Val-Tex’s remaining cash, accounts receivable and those assets unrelated to the Business (which may be sold prior to distribution) listed on Schedule 2.1(d).
Sample 1
The Reverse Merger. Immediately following the Closing, the Company shall consummate the Reverse Merger, pursuant to which each Unit purchased herein shall, by virtue of the Reverse Merger and without any action on the part of the holders thereof, be converted into the right to receive one share of common stock of the Parent (the "Parent Common Stock") and a warrant to purchase one share of Parent Common Stock (the "Parent Warrants"). The Parent Warrants shall be in the form attached hereto as Exhibit C.
Sample 1
The Reverse Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Business Corporation Act (the “NBCA”) and the Delaware General Corporation Law (the “DGCL”), on the Closing Date (as defined below) Merger Sub I shall be merged with and into Company. At the Effective Time, the separate corporate existence of Merger Sub I shall cease, and Company shall continue as the surviving company in the Reverse Merger (the “Reverse Merger Surviving Company”) and as a wholly owned subsidiary of Parent.
Sample 1
The Reverse Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement, the Certificate of Merger attached hereto as EXHIBIT 1.1 (the "CERTIFICATE OF MERGER") and the applicable provisions of the Delaware General Corporation Law ("DELAWARE LAW"), Merger Sub shall be merged with and into Target, the separate corporate existence of Merger Sub shall cease and Target shall continue as the surviving corporation. Target as the surviving corporation after the Reverse Merger is hereinafter sometimes referred to as the "SURVIVING CORPORATION."
Sample 1

Related to The Reverse Merger

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Effective Time of the Merger The Merger shall become effective at such time (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

  • The Reorganization 1.1 The Acquired Fund will transfer to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

  • Reverse Split The Company has taken all necessary corporate action to effectuate a reverse split of its issued and outstanding Common Stock and preferred stock on the basis of one (1) such share for each 2.67 shares of issued and outstanding Common Stock and Preferred Stock, as applicable (the “Reverse Split”), and such Reverse Split became effective on June 22, 2020.

  • Mergers, Recapitalizations, Stock Splits, Etc Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution” rights under the Option with respect to such events, but shall not have “preemptive” rights).

  • Consolidation; Merger The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.

  • CONSOLIDATION, MERGER AND SALE Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

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