First Merger Sample Clauses

First Merger. At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

First Merger. The First Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses, and authority of the Company and Merger Sub shall vest in the First-Step Surviving Company, and all debts, liabilities, obligations, restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties of the First-Step Surviving Company.

First Merger. 1. MTE and Merger Sub shall be merged into a single corporation, in accordance with the NYBCL and the DGCL and all other applicable provisions of the laws of the State of New York and of the State of Delaware, by ▇▇▇▇▇▇ Sub merging into MTE, which shall be the surviving corporation (sometimes referred to herein as the “Surviving Corporation”). Subject to the provisions of this Agreement, at the closing, the Parties shall cause certificates of merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York in accordance with the relevant provisions of the DGCL and the NYBCL (together, the “Certificate of Merger”) and shall make all other filings or recordings required under the DGCL and the NYBCL. The First Merger shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York or at such later date or time as may be agreed between Travelzoo and Azzurro Capital in writing and specified in the Certificate of Merger in accordance with the DGCL and the NYBCL, as applicable (the effective time of the Merger being hereinafter referred to as the “Effective Date of the First Merger”). At the Effective Date of the First Merger: a. MTE and Merger Sub shall be merged into a single corporation, which shall be MTE as the Surviving Corporation, and the separate existence of Merger Sub shall cease except to the extent provided by the laws of the State of New York in the case of a corporation after its merger into another corporation. The manner of exchanging and converting the outstanding shares of each of MTE and Merger Sub shall be as follows: i. each share of common stock of MTE issued and outstanding prior to the First Merger shall be exchanged between Azzurro Capital and Travelzoo for [●] shares of common stock of Travelzoo; and ii. each share of common stock of Merger Sub issued and outstanding prior to the First Merger shall be converted into one (1) share of common stock of MTE, such that, following the First Merger, Azzurro Capital no longer holds any shares of common stock of MTE and Travelzoo holds 100% of the shares of common stock of MTE. b. The directors and officers of ▇▇▇▇▇▇ Sub immediately prior to the Effective Date of the First Merger shall be the directors and officers of the Surviving Corporation after the Effective Date of the First Merger u...

First Merger. At and after the Effective Time, the First Merger shall have the effects as set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the First Step Surviving Corporation, and all debts, liabilities and duties of each of the Company and Merger Sub I shall attach to, and become the debts, liabilities and duties of, the First Step Surviving Corporation.

First Merger. On the terms and subject to the conditions set forth in this Agreement and applicable provisions of Delaware Law, on the Closing Date Parent shall effect the First Merger, whereupon the separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving corporation and a wholly owned subsidiary of Parent. The Company, as the surviving corporation after the First Merger, is sometimes referred to herein as the “First Merger Surviving Corporation.” The Merger shall become effective at the latest time of the filing and acceptance by the Secretary of State of the State of Delaware of the First Merger Certificate of Merger or such other later time as may be agreed by Parent and the Company and specified in the First Merger Certificate of Merger (such time the “First Merger Effective Time”).

First Merger. (i) At the First Merger Effective Time, the directors of PubCo as of immediately prior to the First Merger Effective Time shall resign and, with effect from and after the Closing, and subject to the PubCo A&R Articles, the PubCo Board (the “Post-Closing PubCo Board”) shall initially consist of seven (7) directors, of whom (A) one (1) shall be designated by SPAC, (B) three (3) shall be designated by the Company and shall include ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and (C) three will qualify as “independent directors” as defined in Nasdaq rules and be eligible to serve on an audit committee, one (1) of whom shall be appointed by SPAC, subject to the consent of Hegro (such consent not to be unreasonably withheld, delayed, or conditioned) (collectively, the “Post-Closing PubCo Directors”), each Post-Closing PubCo Director to hold office in accordance with the PubCo A&R Articles until his or her respective successor is duly elected or appointed and qualified or his or her earlier death, resignation or removal. ▇▇▇▇▇ ▇▇ shall serve as the chairman of the Post-Closing PubCo Board. For the avoidance of doubt, following the Second Merger Effective Time, nothing in this Section 1.5(a) shall impose or imply any obligations with respect to any future nomination, appointment, designation or election of directors to the Post-Closing PubCo Board, and all future vacancies on the Post-Closing PubCo Board shall be filled in accordance with the PubCo A&R Articles. (ii) At the First Merger Effective Time, the officers of PubCo as of immediately prior to the First Merger Effective Time shall resign, and, with effect from and after the Closing, and subject to the PubCo A&R Articles, the individuals set forth in Section 1.5(a)(ii) of the Company Disclosure Schedules shall be appointed as the officers of PubCo (the “Post-Closing PubCo Officers”), each Post-Closing PubCo Officer to hold office in accordance with the PubCo A&R Articles until his or her respective successor is duly appointed and qualified or his or her earlier death, resignation or removal.

First Merger. In consideration of the promises, covenants, and agreements contained in this Agreement, by virtue of the First Merger and without any action on the part of any party, at the First Effective Time:

First Merger. At the First Merger Effective Time: (a) Aames Newco shall merge with and into Aames Financial, and Aames Financial shall be the surviving corporation in the First Merger; and (b) the separate existence of Aames Newco shall cease, and Aames Financial, as the surviving corporation, shall succeed, without other transfer, to all of the rights and property of Aames Newco, and shall be subject to all of the debts and liabilities of Aames Newco, as provided for in Section 259 of the DGCL. On and after the First Merger Effective Time, Aames Financial shall carry on its business with its historic assets, as well as with the assets of Aames Newco.

First Merger. From and after the effective time of the First Merger, the First Merger shall have all of the effects provided in this Agreement, the First Certificate of Merger and applicable law, including the provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the effective time of the First Merger, all the property, rights, privileges, powers and franchises of Merger Sub and Pathlore, respectively, shall vest in the First Merger Surviving Entity, and all debts, liabilities and duties of Merger Sub and Pathlore, respectively, shall become the debts, liabilities and duties of the First Merger Surviving Entity.