Amendment of Plan of Merger Sample Clauses

Amendment of Plan of Merger. The Board of Directors of each BSD and NeoMedia are authorized to amend this Plan of Merger at any time prior to the Effective Date. BSD SOFTWARE, INC. --------------------------- Signature --------------------------- Print Name and Title NEOMEDIA TELECOM SERVICES, INC. --------------------------- Signature --------------------------- Print Name and Title NEOMEDIA TECHNOLOGIES, INC. --------------------------- Signature --------------------------- Print Name and Title EXHIBIT C NEOMEDIA TECHNOLOGIES, INC. COMPLIANCE CERTIFICATE Reference is made to the Agreement and Plan of Merger by and among NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation ("NeoMedia"), NEOMEDIA TELECOM SERVICES, INC., a Nevada corporation and wholly-owned subsidiary of NeoMedia ("Merger Sub"), and BSD SOFTWARE, INC., a Florida corporation ("BSD"), dated as of October ___, 2004 (the "Agreement'). Capitalized terms used herein without definition have the meaning given to them in the Agreement. The undersigned, in the name and on behalf of NeoMedia, pursuant to Section 7.2(c) of the Agreement, does hereby certify that:
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Amendment of Plan of Merger. This plan of merger as set forth in this Agreement (the “Plan of Merger”) may be amended prior to filing the Articles of Merger with the Iowa Secretary of State, provided that subsequent to approval of this Agreement and the Plan of Merger by the Shareholder, this Agreement and the Plan of Merger shall not be amended to change any of the following: (i) the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, or other property to be received by the Shareholder pursuant to this Agreement and Plan of Merger; (ii) the articles of incorporation of any corporation, or the organizational documents of any other entity, that will survive or be created as a result of the merger, except for changes permitted by Section 490.1005 of the Iowa Act or by comparable provisions of the laws under which the foreign corporation or other entity is organized or governed; or any of the other terms or conditions of this Agreement or the Plan of Merger if the change would adversely affect the Shareholder in any material respect.
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Amendment of Plan of Merger. The Plan of Merger is hereby amended to --------------------------- read in its entirety as Exhibit A attached hereto.
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Amendment of Plan of Merger. Pursuant to Section 13.1-718.I of the VSCA, the Board of Directors of each of the Company and Mergerco, acting together, reserve the right to amend this Plan of Merger at any time prior to the issuance of a certificate of merger with respect to this Plan of Merger by the SCC; provided, however, that any such amendment made subsequent to the submission of this Plan of Merger to the shareholders of the Company may only be made to the extent permitted by Section 13.1-718.I of the VSCA.
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Related to Amendment of Plan of Merger

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, 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 shares of 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 Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

  • Amendment of Plan The Board may amend the Plan at any time with or without prior notice; provided, however, that no action authorized by this Section 16.2 shall reduce the amount of any outstanding Award or change the terms and conditions thereof without the Participant's consent. No amendment of the Plan shall, without the approval of the stockholders of the Company:

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Amendment of PHI Business Associate shall make any amendments to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526, whether at the request of Covered Entity or an Individual. Business Associate shall make such amendments in the time and manner reasonably designated by Covered Entity. Within three (3) business days, Business Associate shall forward to Covered Entity for handling any request for amendment to PHI that Business Associate directly receives from an Individual.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows:

  • Amendment and Restatement of Prior Agreement Upon the effectiveness of this Agreement, the Prior Agreement shall be amended and restated in its entirety and be of no further force and effect, and shall be superseded and replaced in its entirety by this Agreement.

  • Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

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