The Initial Merger Sample Clauses

The Initial Merger. At the Initial Merger Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Parent Merger Sub shall be merged with and into Shareablee Holdco (the “Initial Merger”), the separate corporate existence of Parent Merger Sub shall cease, and Shareablee Holdco shall continue as the surviving corporation (the “Initial Merger Surviving Corporation”) in the Initial Merger and shall succeed to an assume all the rights, privileges, immunities, properties, powers and franchises of Parent Merger Sub in accordance with the DGCL.
Sample 1
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The Initial Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the CGCL and the Company’s organizational documents, immediately prior to the Effective Time, (i) Merger Sub 1 will merge with and into the Company, and (ii) the separate corporate existence of Merger Sub 1 will cease and the Company will continue its corporate existence as the surviving corporation in the Initial Merger (sometimes referred to herein as the “Intermediate Corporation”).
Sample 1
The Initial Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as hereinafter defined), SWAC I shall be merged with and into USR in accordance with, and with the effects provided in, the applicable provisions of the NYBCL and the DGCL. USR shall be the surviving corporation resulting from the Initial Merger. As a result of the Initial Merger, USR shall become a wholly owned subsidiary of S&W, shall continue to be governed by the laws of the state of New York, and shall succeed to and assume all of the rights and obligations of SWAC I. The separate corporate existence of SWAC I shall cease as a result of the Initial Merger.
Sample 1
The Initial Merger 
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Related to The Initial Merger

  • The Share Exchange Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • Share Exchange Each of the Shareholders desires to transfer to, and the Acquiror desires to acquire from each Shareholder, that number of Shares set out beside the respective names of the Shareholders in Exhibit B for the consideration and on the terms set forth in this Agreement. The aggregate consideration for the Shares acquired by the Acquiror pursuant to this Agreement will be 20,000,000 shares of the Acquiror's Common Stock to be issued on a pro rata basis among the Shareholders based on the percentage of the Shares owned by such Shareholder as set forth in Exhibit B.

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • 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").

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

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