Two-Step Merger Clause Samples
Two-Step Merger. The Parties agree that the Transactions shall be effected in a 2-step merger structure as shall be finalized between the Parties.
Two-Step Merger. If Acquirer makes a Cash Election, then as soon as reasonably practicable following the consummation of the Reverse Merger, the Company shall be merged (the "Second-Step Forward Merger") with and into another direct wholly owned subsidiary of Acquirer (the "Second-Step Sub"). Following the Second-Step Forward Merger, the separate corporate existence of the Company shall cease and Second-Step Sub shall continue as the Surviving Corporation.
Two-Step Merger. On and subject to the terms and conditions of this Agreement, Acquisition will merge with and into WellComm (the "INITIAL MERGER") at the Effective Time. WellComm shall be the corporation surviving the Initial Merger (the "SURVIVING CORPORATION"). On the Closing Date and immediately after the Initial Merger, I-trax will effect a statutory merger of the Surviving Corporation with and into I-trax pursuant to Section 253 of Delaware General Corporation Law and Section 11.30 of the Illinois Business Corporation Act (collectively, the "SECOND MERGER") at the Second Merger Effective Time. The Initial Merger and the Second Merger, collectively, the "MERGER". I-trax shall be the corporation surviving the Second Merger.
Two-Step Merger. In addition to Merger Sub being merged with and into the Company as provided in Section 2.1.1, then as soon as reasonably practicable following the consummation of the Reverse Merger but in any event within sixty (60) days thereafter, the Company shall be merged (the “Second-Step Forward Merger”) with and into another direct wholly owned subsidiary of Acquirer (the “Second-Step Sub”); provided, however, that such Second-Step Forward Merger shall not be required if Acquirer and Representative determine in good faith in writing after consultation with their respective counsel that such Second-Step Forward Merger is not necessary in order to cause the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Following the Second-Step Forward Merger, the separate corporate existence of the Company shall cease and Second-Step Sub shall continue as the Surviving Corporation.