The Merger Closing. (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").
(b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation").
(c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary.
(d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").
The Merger Closing. Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.
The Merger Closing. (a) As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, the Bank and Merger Bank shall file articles of merger with the State Corporation Commission of Virginia and make all other filings or recordings required by Virginia Law or Maryland Law in connection with the Merger. The Merger shall become effective (the “Effective Time”) at the later of the time the Certificate of Merger is issued by the Virginia State Corporation Commission and the time a Certificate of Merger is issued by the Commissioner of Financial Regulation of Maryland (or at such later time as may be specified in the Certificates of Merger) in accordance with the VSCA and Maryland Law. Upon and following the Merger, the separate existence of the Bank shall cease, and Merger Bank shall be the Surviving Bank (the “Surviving Bank”).
(b) From and after the Effective Time, the Surviving Bank shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Bank and Merger Bank, all as provided under Virginia Law and Maryland Law.
(c) The closing of the Merger (the “Closing”) shall take place at such time and place as Parent and the Bank shall agree, on the date when the Effective Time is to occur (the “Closing Date”).
The Merger Closing. Subject to the terms and conditions of this Agreement, Acquiror, Subsidiary, the Company, and the Shareholders agree as follows:
The Merger Closing. The Merger 20 Section 2.2. Effects of the Merger 20 Section 2.3. Closing; Effective Time 21 Section 2.4. Closing Deliverables 21 Section 2.5. Governing Documents 22 Section 2.6. Directors and Officers 23 Section 2.7. Tax Free Reorganization Matters 23 Section 2.8. Closing Statements 23 Section 3.1. Reclassification and Conversion of Securities 25 Section 3.2. Exchange Procedures 26 Section 3.3. Treatment of Company Awards 27 Section 3.4. Withholding 28 Section 3.5. Dissenting Shares 28 Section 4.1. Company Organization 29 Section 4.2. Subsidiaries 29 Section 4.3. Due Authorization 30 Section 4.4. No Conflict 30 Section 4.5. Governmental Authorities; Consents 31 Section 4.6. Capitalization of the Company 31 Section 4.7. Capitalization of Subsidiaries 32 Section 4.8. Financial Statements 33 Section 4.9. Undisclosed Liabilities 33 Section 4.10. Litigation and Proceedings 33 Section 4.11. Legal Compliance 34 Section 4.12. Contracts; No Defaults 34 Section 4.13. Company Benefit Plans 36 Section 4.14. Labor Relations; Employees 38 Section 4.15. Taxes 39 Section 4.16. Brokers’ Fees 40 Section 4.17. Insurance 40 Section 4.18. Licenses 41 Section 4.19. Equipment and Other Tangible Property 41 Section 4.20. Real Property 41 Section 4.21. Intellectual Property 42 Section 4.22. Privacy and Cybersecurity 43 Section 4.23. Environmental Matters 44 Section 4.24. Absence of Changes 44 Section 4.25. Anti-Corruption Compliance 45 Section 4.26. Sanctions and International Trade Compliance 45 Section 4.27. Information Supplied 45 Section 4.28. No Additional Representation or Warranties 46
The Merger Closing. (a) Subject to the terms and conditions of this Agreement, in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time (as defined in Section 1.2 hereof), the Company shall merge with and into iPCS. iPCS shall be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") in the Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of the Company shall terminate.
(b) Subject to the terms and conditions of this Agreement, the closing of the Merger (the "Closing") will take place at 10:00 a.m. no later than three Business Days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VIII hereof (other than those conditions which relate to actions to be taken at the Closing) (the "Closing Date"), at the offices of Mayer, Brown, Xxxx & Maw LLP unless another time, date or place is agreed to in writing by the parties hereto.
The Merger Closing. At the closing of the Merger in accordance with the Merger Agreement, GDI shall deliver to each Purchaser (a) certificates representing shares of GDI Series A Preferred to be issued to the Purchasers pursuant to the Merger Agreement, which shall be in an amount calculated in accordance with Section 5 of the Merger Agreement and Section 1.2(b) hereof and (b) First Closing GDI Warrants to purchase First Closing GDI Warrant Shares in an amount calculated in accordance with Section 8 of the Merger Agreement and Section 1.2(b) hereof, in each case, registered in the name of each such Purchaser.
The Merger Closing. (a) As soon as practicable, and in any event not more than five Business Days after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, the Company and Parent shall file articles of merger with the Maryland State Department of Assessments and Taxation (the "MSDAT") and make all other filings or recordings required by Maryland Law in connection with the Merger. The Merger shall become effective (the "EFFECTIVE TIME") at the time the Certificate of Merger is issued by the MSDAT (or at such later time as may be specified in the Certificate of Merger) in accordance with Maryland Law. Upon and following the Merger, the separate existence of the Company shall cease, and Parent shall be the Surviving Corporation (the "SURVIVING CORPORATION") in the Merger and shall continue its corporate existence under the laws of the State of Maryland. The name of the Surviving Corporation shall continue to be "Xxxxx Spring Bancorp, Inc."
(b) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Parent, all as provided under Maryland Law.
(c) The closing of the Merger (the "CLOSING") shall take place at such time and place as Parent and the Company shall agree, on the date when the Effective Time is to occur (the "CLOSING DATE").
The Merger Closing. 1 1.1. The Merger..........................................................1 1.2.
The Merger Closing. 10 SECTION 2.1 The Mergers..................................................................................10 SECTION 2.2 Directors....................................................................................11 SECTION 2.3 Certificate of Incorporation and Bylaws......................................................11 SECTION 2.4 Officers.....................................................................................11 ARTICLE 3
