Merger 1 definition

Merger 1 has the meaning set forth in Section 2.1(a).

Merger 1 has the meaning set forth in the Recitals of this Agreement.

Merger 1 has the meaning set forth in the first recital above.

Examples of Merger 1 in a sentence

• The term of this Agreement shall commence on the date hereof and shall terminate upon the earliest of (a) the mutual written agreement of the Stockholder and Parent, (b) the Merger 1 Effective Time, (c) a Company Adverse Recommendation Change, and (d) the termination of the Merger Agreement in accordance with its terms; provided that this Section 6 and Section 9 shall survive any termination of this Agreement.

• At the Merger 1 Effective Time, the stock transfer books of Edisto shall be closed and no transfer of shares of Edisto Common Stock which were outstanding immediately prior to the Merger 1 Effective Time shall thereafter be made.

• The Certificate of Incorporation of EDI-Sub as in effect immediately prior to the Merger 1 Effective Time shall be the Certificate of Incorporation of Surviving Corporation 1 after the Merger 1 Effective Time, and thereafter may be amended in accordance with its terms and as provided in the DGCL.

• The officers of EDI-Sub in office immediately prior to the Merger 1 Effective Time shall be the officers of Surviving Corporation 1 after the Merger 1 Effective Time, and such officers shall serve in accordance with the By-laws of Surviving Corporation 1 until their respective successors are duly elected or appointed and qualified.

• At and after the Merger 1 Effective Time, holders of Edisto Certificates shall cease to have any rights as stockholders of Edisto, except for the right to receive shares of Parent Common Stock and Merger 1 Cash Consideration pursuant to Section 4(a)(i) and the right to receive cash for payment of fractional shares pursuant to Section 4(e).

• This Agreement shall only be effective upon the Effective Time of Merger 1 and shall automatically terminate in the event of the termination of the Merger Agreement for any reason.

• The By-laws of EDI-Sub as in effect immediately prior to the Merger 1 Effective Time shall be the By-laws of Surviving Corporation 1 after the Merger 1 Effective Time, and thereafter may be amended in accordance with their terms and as provided by the Certificate of Incorporation of Surviving Corporation 1 and the DGCL.

• If, after the Merger 1 Effective Time, subject to the terms and conditions of this Agreement, Edisto Certificates formerly representing shares of Edisto Common Stock are presented to Parent, they shall be canceled and exchanged for shares of Parent Common Stock in accordance with this Section 4.

• The directors of EDI-Sub in office immediately prior to the Merger 1 Effective Time shall be the directors of Surviving Corporation 1 after the Merger 1 Effective Time, and such directors shall serve in accordance with the By-laws of Surviving Corporation 1 until their respective successors are duly elected or appointed and qualified.

• The Merger 1 Filing shall be made simultaneously with or as soon as practicable after the Closing of the transactions contemplated by this Agreement in accordance with Section 4(f).

More Definitions of Merger 1

Merger 1 shall have the meaning set forth in the definition of “Dover Downs Merger”.

Merger 1 shall have the meaning given in the Recitals.

Merger 1 has the meaning set forth in the recitals.

Merger 1 has the meaning ascribed to it in the Preamble.

Merger 1 has the meaning assigned to such term in the Recitals.

Merger 1 means the merger transaction pursuant to the certain Agreement and Plan of Merger dated December 20, 1995 among Exxis and Ultrak Colorado, by which Exxis was merged into Ultrak Colorado, with Ultrak Colorado as the survivor.