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

• No interest will be payable on the Exchange Merger Consideration regardless of any delay in making payments.

• In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Exchange Merger Consideration may be issued and paid in accordance with this Article to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

• 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.

• Until surrendered as contemplated by this Section, each Certificate will be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Exchange Merger Consideration, without interest.

• 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).

• A holder of more than one Certificate will have the right to receive the Stock Merger Consideration and the Cash Merger Consideration multiplied by the number of Shares represented by all such Certificates (the "Exchange Merger Consideration").

• Until surrendered as contemplated by this Section, each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Exchange Merger Consideration, without interest.

• 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.

• A holder of more than one Certificate will have the right to receive cash equal to the Merger Consideration multiplied by the number of Shares represented by all such Certificates (the "Exchange Merger Consideration").

• 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.