Examples of Intercompany Merger in a sentence
No corporate action is required to be taken by IXnet or its stockholders in connection with the consummation of the Intercompany Merger or the IPC Merger.
The execution and delivery of this Agreement by IPC, IPC Systems, IXnet and IPC Merger Sub and the consummation by them of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of IPC, IPC Systems and IPC Merger Sub, subject, in the case of the IPC Merger and the Intercompany Merger to the IPC Systems Stockholder Approval and the IPC Stockholder Approval, respectively.
Upon the Effective Time of the IXnet Merger, the separate existence of IPC Merger Sub shall cease, and IXnet shall continue as the surviving corporation (the "IXnet Merger Surviving Corporation" and, together with the Intercompany Merger Surviving Corporation and the IPC Merger Surviving Corporation, the "Surviving Corporations") of the IXnet Merger.
Upon the Effective Time of the Intercompany Merger, the separate existence of IPC shall cease, and IPC Systems shall continue as the surviving corporation (the "Intercompany Merger Surviving Corporation") of the Intercompany Merger.
The parties shall cause the IPC Merger to become effective immediately following the Effective Time of the Intercompany Merger and the IXnet Merger to become effective immediately following the Effective Time of the IPC Merger.
If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, each share of IPC Common Stock held by such stockholder shall thereupon be deemed to have been converted into the right to receive and become exchangeable for, at the Effective Time of the Intercompany Merger, the Intercompany Merger Consideration with respect thereto, in the manner provided for in Section 2.01.
Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), (a) IPC shall be merged with and into IPC Systems at the Effective Time of the Intercompany Merger, (b) following the Intercompany Merger, GC Merger Sub shall be merged with and into IPC Systems at the Effective Time of the IPC Merger and (c) following the IPC Merger, IPC Merger Sub shall be merged with and into IXnet at the Effective Time of the IXnet Merger.
The Intercompany Merger shall become effective at such time as the Certificate of Merger for the Intercompany Merger shall have been duly filed with the Secretary of State of the State of Delaware, or at such later time as is agreed by Parent and IPC and specified in such Certificate of Merger (the time the Intercompany Merger becomes effective being the "Effective Time of the Intercompany Merger").
Each share of IPC Systems Common Stock issued and outstanding immediately prior to the Effective Time of the Intercompany Merger shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Except as otherwise provided herein, each issued and outstanding share of IPC Common Stock shall be converted into one fully paid and nonassessable share of the common stock ("Intercompany Merger Surviving Corporation Common Stock") of the Intercompany Merger Surviving Corporation (the "Intercompany Merger Exchange Ratio").