BACKGROUND STATEMENT. The Buyer and the Company desire to effect a merger pursuant to which the Company will merge into the Buyer, with the Buyer being the surviving corporation (the "MERGER"). In consideration of the Merger, the shareholders of the Company will receive shares of common stock of the Buyer. It is intended that the Merger qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code.
Appears in 2 contracts
Samples: Merger Agreement (Capital Bank Corp), Merger Agreement (High Street Corp)
BACKGROUND STATEMENT. The Buyer and the Company desire to effect a merger pursuant to which the Company will merge into the Buyer, with the Buyer being the surviving corporation (the "MERGERMerger"). In consideration of the Merger, the shareholders of the Company will receive shares of common stock of the BuyerBuyer and/or cash. It is intended that the Merger qualify as a tax-free reorganization under Section 368 of the Internal Revenue CodeCode of 1986, as amended.
Appears in 2 contracts
Samples: Merger Agreement (Capital Bank Corp), Merger Agreement (1st State Bancorp Inc)
BACKGROUND STATEMENT. The Buyer and the Company desire to effect a merger pursuant to which the Company will merge into the Buyer, with the Buyer being the surviving corporation (the "MERGER"). In consideration of the Merger, the shareholders of the Company will receive for each share of common stock of the Company 0.8 shares of common stock of the BuyerBuyer and $20.00 in cash. It is intended that the Merger qualify as a tax-free reorganization under Section 368 of the Internal Revenue CodeCode and it will be accounted for under the purchase method.
Appears in 1 contract
BACKGROUND STATEMENT. The Buyer and the Company desire to effect a merger pursuant to which the Company will merge with and into the Buyer, with the Buyer being the surviving corporation (the "MERGER"“Merger”). In consideration of the Merger, the shareholders of the Company will receive shares of common stock of the Buyer. It is intended that the Merger qualify as a tax-free reorganization under Section 368 368(a) of the Internal Revenue Code.
Appears in 1 contract
BACKGROUND STATEMENT. The Buyer and the Company desire to effect a merger pursuant to which the Company will merge into the Buyer, with the Buyer being the surviving corporation (the "MERGER"). In consideration of the Merger, the shareholders of the Company will receive shares of common stock of the BuyerBuyer and/or cash. It is intended that the Merger qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code. The Merger is expected to be accounted for under the purchase method.
Appears in 1 contract
Samples: Merger Agreement (Capital Bank Corp)
