TRANSACTIONS AND TERMS OF MERGER1. 1.1MERGER. 1
TRANSACTIONS AND TERMS OF MERGER1 Sample Clauses
Related to TRANSACTIONS AND TERMS OF MERGER1
Transactions and Terms of Merger 2 1.1 Merger ........................................................ 2 1.2 Time and Place of Closing ..................................... 2 1.3
Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -
Conditions of Merger 50 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger.............................................. 50 SECTION 7.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger...................... 51 SECTION 7.3 Additional Conditions to Obligation of the Company to Effect the Merger................................... 51 ARTICLE VIII
Terms and Conditions of Merger The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows:
Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.
Effect of Merger (a) At the effective time of the certificate of merger:
Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.
CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:
Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.
Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:
