Examples of Merger 3 in a sentence
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.
The parties agree on the relevant substantive facts, namely that (1) LVI Parent negotiated the merger with NCM, (2) LVI Parent created LVI LLC shortly before the Merger, (3) LVI Parent became a subsidiary of LVI LLC, and (4) LVI LLC then contributed LVI Parent to NorthStar as part of the Contribution Agreement.
The Certificate of Incorporation of Surviving Corporation 2 as in effect immediately prior to the Merger 3 Effective Time shall be the Certificate of Incorporation of Surviving Corporation 3 after the Merger 3 Effective Time, and thereafter may be amended in accordance with its terms and as provided in the DGCL.
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.
The By-laws of Surviving Corporation 2 as in effect immediately prior to the Merger 3 Effective Time shall be the By-laws of Surviving Corporation 3 after the Merger 3 Effective Time, and thereafter may be amended in accordance with their terms and as provided by the Certificate of Incorporation of Surviving Corporation 3 and the DGCL.
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).
If, after the Merger 3 Effective Time, subject to the terms and conditions of this Agreement, Convest Certificates formerly representing shares of Convest 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 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 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.
Based upon the foregoing, it is our opinion that: (1) The Merger will constitute a "reorganization" within the meaning of Section 368(a)(1); (2) No gain or loss will be recognized by Parent, Merger Sub or Company as a result of the Merger; (3) No gain or loss will be recognized by the Company Shareholders upon the exchange in the Merger of their Company Common Stock for Parent Common Stock (including any fractional share of Parent Common Stock deemed to have been received); 6 ChoicePoint Inc.