The Sterling Merger Sample Clauses

The Sterling Merger. At the Sterling Effective Time (as ------------------- defined in Section 1.2.2), upon the terms and subject to the conditions of this Agreement, Sterling shall be merged with and into Actava in accordance with the DGCL and the separate existence of Sterling shall thereupon cease, and Actava, as the surviving corporation in the Sterling Merger, shall continue its corporate existence under the laws of the
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The Sterling Merger. The Sterling Merger shall become ------------------- effective at the date and time of the filing of the Certificate of Merger substantially in the form of Exhibit A-2 to this Agreement (the "Sterling Certificate of Merger") with the Secretary of State of Delaware in accor- dance with the provisions of the DGCL. The date and time when the Sterling Merger shall become effective is herein referred to as the "Sterling Effective Time." Actava, as the surviving corporation of the Sterling Merger, shall be referred to herein as the "Surviving Corporation." In accordance with the DGCL, all of the rights, privileges, powers, immunities, purposes and franchises of Actava and Sterling shall vest in the Surviving Corporation and all debts, liabilities, obligations and duties of Actava and Sterling shall become the debts, liabilities, obligations and duties of the Surviving Corporation.
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The Sterling Merger. The Restated Certificate of ------------------- Incorporation of Actava shall be further amended and restated by this Agreement and the Sterling Certificate of Merger, and as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law. The amendments effectuated by this Agreement and the Sterling Certificate of Merger are included in their entirety in the form of the Restated Certificate of Incorporation attached as Exhibit A to Exhibit A-2 to this Agreement and shall include (i) a change of the name of the Surviving Corporation to "Metromedia International Group, Inc." and (ii) an increase in the number of authorized shares of Common Stock as specified therein.
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The Sterling Merger. The directors of the Surviving ------------------- Corporation at the Effective Time shall consist of the persons listed on Schedule 1.5.2(a), each of whom shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and By-laws of the Surviving Corporation; provided, however, that if at the -------- ------- Effective Time (i) Triton Group Ltd., a Delaware corporation ("Triton"), is entitled to designate one director to the Surviving Corporation's Board of Directors pursuant to an Amended and Restated Stockholder Agreement dated as of June 25, 1993 between Triton and Actava (the "Triton Stockholder Agreement"), and (ii) Triton has not waived its rights under the Triton Stockholder Agreement to designate one director to the Surviving Corporation's Board of Directors, then the directors of the Surviving Corporation at the Effective Time shall consist of the persons listed on Schedule 1.5.2(b), each of whom shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and By-laws of the Surviving Corporation.
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Related to The Sterling Merger

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • The Bank Merger Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB and all of the property, rights, powers and franchises of each of the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Merger.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • 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.

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • 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.

  • 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 Share Exchange Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

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