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.
Sample 1Sample 2
Migratory Merger shall have the meaning assigned to such term in the Recitals.
Sample 1
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.
Sample 1

Examples of Migratory Merger in a sentence

  • 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.

  • 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).

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

  • 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.

  • TD shall have received a certificate signed on behalf of Banknorth by the Chief Executive Officer and the Chief Financial Officer of Banknorth specifying the number of shares of Banknorth Common Stock outstanding immediately prior to the Migratory Merger Effective Time.

  • Banknorth shall have received an opinion of Elias, Matz, Txxxxxx & Hxxxxxx L.L.P., dated the Closing Date, in form and substance reasonably satisfactory to Banknorth, based upon facts, representations and assumptions set forth in such opinion, substantially to the effect that, for federal income tax purposes, the Migratory Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

  • The Parent Board has (i) unanimously determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the shareholders of Parent, (ii) approved this Agreement and the Mergers and (iii) has unanimously recommended that the shareholders of Parent approve the Migratory Merger, the Acquisition Merger and the issuance of shares of Parent Common Stock in the Migratory Merger and the Acquisition Merger (the "Parent Voting Proposal").

  • Banknorth and Banknorth Delaware shall execute and deliver to Elias, Matz, Txxxxxx & Hxxxxxx L.L.P., counsel to Banknorth, certificates containing appropriate representations at such time or times as may be reasonably requested by such law firm in connection with its delivery of the opinion referred to in Section 7.3(c) with respect to the tax treatment of the Migratory Merger.

  • The parties intend (i) to treat the Migratory Merger as a transaction qualifying as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) for this Agreement to constitute a “plan of reorganization” within the meaning of Sections 354 and 368 of the Code.


More Definitions of Migratory Merger

Migratory Merger shall have the meaning specified in Section 3.1(a).
Sample 1

Related to Migratory Merger

  • Company Merger has the meaning set forth in the recitals hereto.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Bank Merger has the meaning set forth in the recitals.

  • Second Merger has the meaning set forth in the Recitals.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Merger has the meaning set forth in the Recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Certificate of Merger has the meaning set forth in Section 2.2.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Merger Sub Board means the board of directors of Merger Sub.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.