Merger Target definition
Examples of Merger Target in a sentence
Other than by reason of the Merger, Target has not been and will not be required to include any material adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Merger.
In addition, the parties understand that prior to the Merger, Target was engaged in the Business in each of the fifty states of the United States and worldwide.
Concurrent with the consummation of the Company Merger, Target Bank shall be merged with and into Purchaser Bank in accordance with the Financial Institutions Code of Georgia pursuant to the terms and conditions of the Bank Agreement and Plan of Merger and Merger Agreement attached hereto as Exhibit A.
Upon consummation of the Merger, Target shall succeed to all the rights and obligations of Merger Sub under this Agreement and all rights, obligations, representations and warranties of Target and its Subsidiaries shall become effective as of the date hereof, without any further action by any Person.
Following the Merger, Target shall continue to exist under and be governed by the laws of the State of Delaware and shall be the Surviving Corporation.
Assuming the correctness of the representation set forth in Section 4.15(a), then following the Merger, Target will hold at least 90 percent of the fair market value of Target’s net assets and at least 70 percent of the fair market value of Target’s gross assets and at least 90 percent of the fair market value of Merger Sub’s net assets and at least 70 percent of the fair market value of Merger Sub’s gross assets held immediately prior to the Effective Time.
Other than by reason of the Merger, Target has not been and will not be required to include any material adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Sections 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Merger.
As of the date hereof, Merger Sub is, and, at the Effective Time of the Merger, Target will be, the sole subsidiary of the Company, each of which is or will be wholly owned.
Target and Purchaser further acknowledge and agree that upon consummation of the Merger, Target or Purchaser will be obligated to honor all severance or Change in Control Agreement payment obligations of Target that are listed on Section 5.1(d) to the Target Disclosure Schedule, and that neither Target or Purchaser shall seek to amend or terminate these obligations following the Effective Time.
Following the Merger, Target shall continue as the surviving corporation (the "SURVIVING CORPORATION") and the separate existence of Acq Corp will cease.