Merger Cos definition
Examples of Merger Cos in a sentence
The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of Merger Co.'s articles of incorporation or bylaws, or other agreement to which it is a party or by which it is bound.
As of the Closing Date, the execution, delivery and performance by Merger Co. of the Merger Agreement will have been duly authorized by Merger Co.'s Board of Directors and stockholders, and the Merger Agreement will be a valid and binding obligation of Merger Co., enforceable against Merger Co. in accordance with its terms.
Excess Consideration shall be calculated and payment shall be made in the same manner (appropriately adjusted) as provided in paragraphs (ii), (iii) and (iv) immediately preceding (it being understood the election set forth in paragraph (iv) preceding shall be at Merger Co.'s election).
Parent has heretofore delivered to the Company or the Company Representatives true and complete copies of Parent's and Merger Co.'s respective certificates or articles of incorporation and bylaws as currently in effect.
The copies of each of Devon's and Merger Co.'s certificate of incorporation and bylaws previously made available to Santa ▇▇ ▇▇▇▇▇▇ are true and correct and contain all amendments as of the date hereof.
As of the Closing Date, the execution, delivery and performance by Merger Co. of the Merger Agreement will have been duly authorized by Merger Co.'s Board of Directors and shareholders, and the Merger Agreement will be a valid and binding obligation of Merger Co., enforceable against Merger Co. in accordance with its terms.
Any such termination shall be effective on the tenth business day after delivery of written termination notice by the terminating Stockholder to the Merger Cos.
On the Effective Date, (1) all issued and outstanding shares of Community Common Stock will be canceled and will be deemed only to represent the right to receive cash from Merger Co. as provided in this Agreement and (2) Merger Co.'s shares then issued and outstanding will become issued and outstanding shares of the Surviving Corporation and will constitute all of the issued and outstanding shares of the Surviving Corporation.
Each share of common stock of each of Merger Co 1, Merger Co 2 and Merger Co 3 issued and outstanding immediately prior to the Effective Time will be converted into one share of Class A-1 Common Stock; it being understood that the capitalization (including number of outstanding shares) of the Merger Cos will be adjusted prior to the Effective Time as necessary to give effect to Section 2.1(e).
This Agreement may be terminated at any time prior to the Effective Time by mutual written consent of SibCo 1 (on behalf of itself, each other SibCo and the Merger Cos) and the Company.