Merger 3 definition
Examples of Merger 3 in a sentence
The directors of Surviving Corporation 2 in office immediately prior to the Merger 3 Effective Time shall be the directors of Surviving Corporation 3 after the Merger 3 Effective Time, and such directors shall serve in accordance with the By-laws of Surviving Corporation 3 until their respective successors are duly elected or appointed and qualified.
From and after the Merger 3 Effective Time, each holder of an outstanding certificate which immediately prior to the Merger 3 Effective Time represented shares of Convest Common Stock (a "CONVEST CERTIFICATE") shall be entitled to receive in exchange therefor, upon surrender thereof to the Exchange Agent, a certificate or certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 4(a)(ii)(A).
At any time prior to the Merger 1 Effective Time, Merger 2 Effective Time or Merger 3 Effective Time, as the case may be, the Parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other Parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant thereto and (iii) waive compliance with any of the agreements or conditions contained herein.
As used herein, the term "PARENT COMMON STOCK" refers (A) prior to Merger 2, to the common stock, par value $0.01 per share, of Parent, (B) following Merger 2, to Surviving Corporation 2 Common Stock, and (C) following Merger 3, to Surviving Corporation 3 Common Stock.
Each share of Surviving Corporation 2 Common Stock issued and outstanding immediately prior to Merger 3 shall, upon consummation of Merger 3, be converted into one share of common stock of Surviving Corporation 3 ("SURVIVING CORPORATION 3 COMMON STOCK").
At and after the Merger 3 Effective Time, holders of Convest Certificates shall cease to have any rights as stockholders of Convest, except for the right to receive shares of Parent Common Stock pursuant to Section 4(a)(ii) and the right to receive cash for payment of fractional shares pursuant to Section 4(e).
This Warrant and the rights conferred hereby shall terminate upon the earliest of (1) six months after the occurrence of a Triggering Event, (2) the Effective Date of the Merger, (3) the date of termination of the Merger Documents unless the event giving rise to the right to terminate is preceded by a Triggering Event or the receipt by Empire, or the announcement by another Person, of a proposal involving an Acquisition Transaction or Tender Offer, or (4) March 31, 2001.
Nothing contained in this Agreement shall give to Parent, directly or indirectly, rights to control or direct the operations of Edisto or Convest or their respective Subsidiaries prior to the Merger 1 Effective Time or the Merger 3 Effective Time, respectively.
The officers of Surviving Corporation 2 in office immediately prior to the Merger 3 Effective Time shall be the officers of Surviving Corporation 3 after the Merger 3 Effective Time, and such officers shall serve in accordance with the By-laws of Surviving Corporation 3 until their respective successors are duly elected or appointed and qualified.
At the Merger 3 Effective Time, the stock transfer books of Convest shall be closed and no transfer of shares of Convest Common Stock which were outstanding immediately prior to the Merger 2 Effective Time shall thereafter be made.