Migratory Merger definition

Migratory Merger means the merger of the Company with and into a wholly owned Subsidiary of the Company effected solely for the purpose of changing the Company’s jurisdiction of incorporation from Nevada to Delaware. Upon the consummation of the Migratory Merger, the certificate of incorporation of the surviving entity of the Migratory Merger shall be in substantially the form attached hereto as Exhibit G and the bylaws of the surviving entity of the Migratory Merger shall be in substantially the form attached hereto as Exhibit H.

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Migratory Merger shall have the meaning assigned to such term in the Recitals.

Migratory Merger shall have the meaning specified in Section 3.1(a).

Examples of Migratory Merger in a sentence

• Upon consummation of the Migratory Merger, the separate corporate existence of Parent shall terminate.

• On the terms and subject to the conditions of this Agreement, in accordance with the DGCL and the CCC, at the Migratory Merger Effective Time (as defined in Section 1.3), Parent shall be merged with and into Merger Sub 2.

• Merger Sub 2 shall continue as the surviving corporation of the Migratory Merger and shall continue its corporate existence under the Laws of the State of Delaware.

• The parties hereto expressly agree that the failure of Parent and Merger Sub 2 to consummate the Migratory Merger at or prior to the Closing shall not be a condition to the obligations of Parent, Merger Sub 1 or the Company to effect the Acquisition Merger and shall not in any way restrict, limit, qualify or otherwise affect the obligations of Parent, Merger Sub 1 and the Company to consummate the Acquisition Merger in accordance with the terms of this Agreement.

• At and after the Migratory Merger Effective Time, the Migratory Merger shall have the effects set forth in the DGCL and CCC (including Section 1107 of the CCC and Section 259 of the DGCL).

• The Migratory Merger Agreement was duly authorized by all necessary corporate action on the part of each of the parties thereto and was duly executed and delivered by each of the parties thereto.

• Upon consummation of the Migratory Merger, the separate corporate existence of Banknorth shall terminate.

• At and after the Migratory Merger Effective Time, the Migratory Merger shall have the effects set forth in the MBCA and the DGCL.

• Subject to the terms and conditions of this Agreement, the closing of the Migratory Merger will occur immediately prior to, on the same day as, and at the same location as the Closing (as defined in Section 2.4).

• The shares of Banknorth Delaware Common Stock and the TD Common Shares to be issued upon consummation of the Migratory Merger and Acquisition Merger, respectively, shall have been authorized for listing on the New York Stock Exchange and, in the case of such TD Common Shares, the Toronto Stock Exchange, in each case subject to official notice of issuance.

More Definitions of Migratory Merger

Migratory Merger means the merger of the Company with and into a wholly-owned Subsidiary of the Company effected for the purpose of changing the Company’s jurisdiction of incorporation from Nevada to Delaware.