Exchange Merger definition

Exchange Merger. Consideration will have the meaning given to it in Section 2.1(a). Expenses will have the meaning set forth in Section 8.5.

Exchange Merger. Consideration shall have the meaning given to it in Section 2.1(a). Expenses shall have the meaning set forth in Section 7.5(a). Financial Statements shall have the meaning given to it in Section 3.2(a). GAAP shall mean generally accepted accounting principles as in effect from time to time in the United States of America. Governmental Authorizations shall mean all approvals, concessions, consents, franchises, licenses, permits, plans, registrations and other authorizations of all Authorities. Governmental Filings shall mean all filings, including franchise and similar Tax filings, and the payment of all fees, assessments, interest and penalties associated with such filings, with all Authorities. Guaranty or Guaranteed shall mean any agreement, undertaking or arrangement by which the Company or any Company Subsidiary guarantees, endorses or otherwise becomes or is liable, directly or indirectly, contingently or otherwise, upon any indebtedness of any other Person including without limitation the payment of amounts drawn down by beneficiaries of letters of credit (other than by endorsements of negotiable instruments for deposit or collection in the ordinary course of business). The amount of the obligor's obligation under any Guaranty shall be deemed to be the outstanding amount (or maximum permitted amount, if larger) of the indebtedness directly or indirectly guaranteed thereby (subject to any limitation set forth therein).

Examples of Exchange Merger in a sentence

• On or after the Effective Time, any Certificate presented to the Exchange Agent or the Surviving Corporation will be converted into the Exchange Merger Consideration.

• The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b).

• On or after the Effective Time, any Certificate presented to the Exchange Agent or the Surviving Corporation shall be converted into the Exchange Merger Consideration.

• Subject to Article 8 hereof, the Exchange Agent shall, pursuant to irrevocable instructions from Acquiror, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b).

• Exhibit A Form of Certificate of Incorporation of Surviving Corporation Exhibit B Form of Bylaws of Surviving Corporation AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (as amended, this “Agreement”) dated as of May 1, 2013 among Ebix, Inc., a Delaware corporation (the “Company”), Exchange Parent Corp., a Delaware corporation (“Parent”), and Exchange Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“MergerSub”).

• In the event of any conflict between the provisions of this Agreement (including Exhibits hereto), on the one hand, and the provisions of the Asset Exchange Merger Agreement or the Ancillary Agreements (including the schedules and exhibits thereto), on the other hand, the provisions of this Agreement shall control.

• This Agreement, including the Exhibits hereto, together with the Asset Exchange Merger Agreement and each of the Ancillary Agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof and cancels, merges and supersedes all prior and contemporaneous oral or written agreements, representations and warranties, arrangements and understandings relating to the subject matter hereof.

• Each Party shall be solely responsible for the reporting, withholding, and payment of (a) any real or personal property Taxes on property it owns or leases, (b) franchise, margin, privilege and similar Taxes on its business, (c) the employment Taxes of its employees and (d) Taxes based on its income or gross receipts; provided, for the avoidance of doubt, nothing in this Section 4 shall change the allocation of liability with respect to Taxes as set forth in the Asset Exchange Merger Agreement.

• Exchange Merger Consideration shall have the meaning given to it in Section 3.1(b).

• At and after the Effective Time, each stockholder of Gearon, upon surrender of each of his Certificates, shall be issued a certificate of ATS Class A Common Stock and cash representing the Exchange Merger Consideration with respect to the Gearon Shares represented by such Certificate in accordance with the provisions of Section 3.1, plus cash in amount sufficient to make payment for fractional shares, subject, however, to the provisions of the Indemnity Escrow Agreement.