Effect of Merger Exchange Procedures. Section 3.1 Merger Consideration
Effect of Merger Exchange Procedures
Effect of Merger Exchange Procedures Sample Clauses
Related to Effect of Merger Exchange Procedures
Effect of Merger (a) At the effective time of the certificate of merger:
Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.
Effect of Merger on Capital Stock At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or their stockholders:
Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:
Conversion and Exercise Procedures Each of the form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included in the Debentures set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or convert the Debentures. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants or convert their Debentures. The Company shall honor exercises of the Warrants and conversions of the Debentures and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.
Terms of Merger 2 2.1 Charter ....................................................... 2 2.2 Bylaws ........................................................ 2 2.3
Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.
Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.
Transactions and Terms of Merger 2 1.1 Merger....................................................................2 1.2 Time and Place of Closing.................................................2 1.3
Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.
