AGREEMENT AND PLAN OF MERGER Sample Clauses
The "Agreement and Plan of Merger" clause formally establishes the terms and conditions under which two or more entities will combine into a single entity through a merger. This clause typically outlines the structure of the merger, the consideration to be exchanged (such as cash, stock, or other assets), and the steps each party must take to complete the transaction. It may also specify the effective date of the merger and address any necessary approvals or filings. The core function of this clause is to provide a clear, binding framework for executing the merger, ensuring that all parties understand their obligations and the process for combining their businesses.
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AGREEMENT AND PLAN OF MERGER. The Sponsor understands and acknowledges that the SPAC, PubCo, Merger Sub, the Company, SinCo and the Shareholders are entering into the Agreement and Plan of Merger in reliance upon the Sponsor’s execution and delivery of this Agreement. The Sponsor has received a copy of the Agreement and Plan of Merger, is familiar with the provisions of the Agreement and Plan of Merger and has consented to (and hereby consents to) the SPAC’s entry into the Agreement and Plan of Merger.
AGREEMENT AND PLAN OF MERGER. Section 2.01.
AGREEMENT AND PLAN OF MERGER. The Parties are executing and delivering this Agreement contemporaneously with the execution and delivery by iPCS, Inc. and Sprint Nextel Corporation of an Agreement and Plan of Merger (the “Merger Agreement”), in the form attached as Exhibit A to this Agreement.
AGREEMENT AND PLAN OF MERGER. ANNEX A-9
AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of February 20, 2001, by and between GOLDEN ISLES FINANCIAL HOLDINGS, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located on St. ▇▇▇▇▇▇ Island, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. Preamble -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive cash and shares of the common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The First Bank of Brunswick, a wholly-owned Georgia state bank subsidiary of TARGET, will be operated as a separate subsidiary of PURCHASER.
AGREEMENT AND PLAN OF MERGER. As a condition and an inducement to Grantee's execution and delivery of the Merger Agreement, Grantee has required that Issuer agree, and Issuer has agreed, to grant Grantee the Option (as hereinafter defined).
AGREEMENT AND PLAN OF MERGER. The Parties are executing and delivering this Agreement contemporaneously with the execution and delivery by certain US Unwired Parties and certain Sprint Parties of an Agreement and Plan of Merger (the “Merger Agreement”) in the form attached as Exhibit A to this Agreement.
AGREEMENT AND PLAN OF MERGER. Pro Rata Share of the Escrowed Merger Consideration, subject to the terms of the Escrow Agreement, and those which they will have as holders of their Pro Rata Share of the Initial Merger Consideration. After the Effective Time, each Shareholder shall be entitled, upon surrender of a certificate or certificates representing OpTex Shares outstanding immediately prior to the Effective Time (duly endorsed if required), together with a properly completed letter of transmittal covering all such shares (with customary representations and warranties regarding the absence of liens, claims and encumbrances on such shares), to receive in exchange therefor (i) a Claremont check payable to such holder together with a certificate or certificates (as the holder requests) representing that Shareholder's Pro Rata Share of the Initial Merger Consideration, plus (ii) that Shareholder's Pro Rata Share of the Escrowed Merger Consideration, subject to the terms of the Escrow Agreement. Until so surrendered for exchange, each such certificate representing OpTex Shares outstanding as aforesaid shall be deemed for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of shares of Claremont common stock to be delivered and distributed in exchange therefor pursuant to this Article III. Unless and until any such certificate representing OpTex Shares outstanding as aforesaid shall be so surrendered, no dividend payable to holders of record of Claremont common stock at or after the Effective Time shall be paid to the holder of such certificate but upon surrender thereof there shall be paid to the holder of record immediately prior to the Effective Time of such surrendered certificate the dividends (without interest) that have theretofore become payable with respect to the Claremont common stock, deliverable and distributable in exchange therefor pursuant to this Article III; provided, however, that if by reason of the escheat or other laws of any state having jurisdiction in the premises, Claremont is required to pay such state all or any part of such dividends which have become payable, the amount of dividends which would otherwise be payable upon surrender of any such certificate representing OpTex Shares outstanding as aforesaid shall be reduced by the amount so paid pursuant to such escheat or other laws.
AGREEMENT AND PLAN OF MERGER. Agreement and Plan of Merger" shall mean the Agreement and Plan of Merger dated the date hereof, entered into by Parent, Celtic Investment Merger Sub, Inc., SLM, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇▇▇▇▇, which provides for the acquisition SLM by Parent by way of reverse triangular merger of Celtic Merger Sub, Inc. into SLM.
AGREEMENT AND PLAN OF MERGER. (ix) Increase in any manner the compensation of any of its officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any shareholder, officer, director, employee, consultant or affiliate other than, in any such case referred to above, as may be required by Law or as required pursuant to the terms of agreements in effect on the date of this Agreement;
(x) Alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of CTS;
(xi) Except as may be required as a result of a change in Law, change any of the accounting principles or practices used by it;
(xii) Make any tax election or settle or compromise any income tax liability;
(xiii) Pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or other), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in, or contemplated by, the Financial Statements (or the notes thereto) of CTS or incurred in the ordinary course of business consistent with past practice;
(xiv) Take, or agree in writing or otherwise to take, any of the foregoing actions or any action that would make any of the representations or warranties of CTS contained in this Agreement untrue or incorrect in any material respect at or prior to the Effective Time; or
(xv) Acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof.
(b) CTS shall comply with all Laws applicable to it or any of its properties, assets or business and to maintain in full force and effect all Permits necessary for such business, except in any such case for any failure so to comply or maintain that would not reasonably be expected to result in a Material Adverse Effect.