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.