First Merger. (i) The Merger will be consummated by the filing of articles of merger in customary form with the Secretary of State of the State of Nevada (the “Articles of Merger”) in accordance with Nevada Act. Upon such filing, Merger Sub 1 shall be merged with and into the Company, the separate existence of Merger Sub 1 shall cease and the Company shall continue as the surviving corporation under the laws of the State of Nevada (the “Surviving Corporation”). The Merger shall be effective at such time as the Articles of Merger are duly filed with and accepted for record by the Secretary of State of the State of Nevada or such later time as the parties may specify in the Articles of Merger (the “Effective Time”). (ii) At the Effective Time, by virtue of the Merger and without any further action by any other Person: (A) all the properties, rights, privileges, powers and franchises of the Company and Merger Sub 1 shall vest in the Surviving Corporation and all debts, liabilities, obligations and duties of the Company and Merger Sub 1 shall become debts, liabilities, obligations and duties of the Surviving Corporation; (B) (y) the certificate of incorporation of Merger Sub 1, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation as of the Effective Time, except that all references to Merger Sub 1 in the certificate of incorporation shall be changed to refer to “New Birmingham, Inc.”; and (z) the bylaws of Merger Sub 1, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation as of the Effective Time, except that all references to Merger Sub 1 in the bylaws shall be changed to refer to “New Birmingham, Inc.”; (C) the directors and officers of Merger Sub 1 at the Effective Time shall be the directors and officers of the Surviving Corporation, in each case until successors are duly elected or appointed in accordance with the articles of incorporation and bylaws of the Surviving Corporation and the Nevada Act; (D) each share of common stock of Merger Sub 1 issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation; (E) each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of the Company and any Dissenting Shares) and all rights in respect thereof shall forthwith cease to exist and be converted into and represent the right to receive, upon delivery of a duly-executed and completed letter of transmittal in the form attached hereto as Exhibit A (“Letter of Transmittal”), the Per Share Merger Consideration; and (iii) all option plans of the Company, including any plan pursuant to which the Options were granted, shall be terminated and cease to exist pursuant to such actions by the board of directors, prior to the Effective Time, as necessary and appropriate to effectuate such termination.
Appears in 1 contract
First Merger. (i) The 2.1 Subject to the terms of this Merger will be consummated by the filing of articles of merger in customary form Agreement, Buytron shall merge with the Secretary of State of the State of Nevada and into MergerSub, with MergerSub surviving (the “Articles of Merger”) in accordance with Nevada Act. Upon such filing, First Merger Sub 1 shall be merged with and into the Company, the separate existence of Merger Sub 1 shall cease and the Company shall continue as the surviving corporation under the laws of the State of Nevada (the “Surviving Corporation”), in accordance with Sections 92A.120 and 92A.190 of the Nevada Revised Statutes (“NRS”) (the “First Merger”). The First Merger shall be become effective on the date and at such the time as (the “First Merger Effective Time”) at which the Articles of Merger are duly Merger, executed and acknowledged on behalf of Buytron and MergerSub, have been filed with and accepted for record by the Nevada Secretary of State of the State of Nevada or such later time as the parties may specify in the State.
2.2 The Articles of Merger (the “Effective Time”).
(ii) At the Effective Time, by virtue Incorporation of the Merger and without any further action by any other Person:
(A) all the properties, rights, privileges, powers and franchises of the Company and Merger Sub 1 shall vest in the Surviving Corporation and all debts, liabilities, obligations and duties of the Company and Merger Sub 1 shall become debts, liabilities, obligations and duties of the Surviving Corporation;
(B) (y) the certificate of incorporation of Merger Sub 1MergerSub, as in effect immediately prior to on the First Merger Effective Time, shall be the certificate Articles of incorporation Incorporation of the First Merger Surviving Corporation as without change or amendment, until thereafter amended in accordance with the provisions thereof and applicable laws. The Bylaws of the Effective Time, except that all references to Merger Sub 1 in the certificate of incorporation shall be changed to refer to “New Birmingham, Inc.”; and (z) the bylaws of Merger Sub 1MergerSub, as in effect immediately prior to on the First Merger Effective Time, shall be the bylaws Bylaws of the First Merger Surviving Corporation as without change or amendment until thereafter amended in accordance with the provisions thereof and applicable laws.
2.3 The directors of MergerSub immediately prior to the Effective Time, except that all references to First Merger Sub 1 in the bylaws shall be changed to refer to “New Birmingham, Inc.”;
(C) the directors and officers of Merger Sub 1 at the Effective Time shall be the directors and officers of the First Merger Surviving Corporation, in each case until successors are duly elected or appointed to hold office in accordance with the articles Articles of incorporation Incorporation and bylaws the Bylaws of the First Merger Surviving Corporation. The officers of MergerSub immediately prior to the First Merger Effective Time shall be the officers of the First Merger Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and the Bylaws of the First Merger Surviving Corporation.
2.4 From and after the First Merger Effective Time, the First Merger Surviving Corporation shall succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of Buytron and MergerSub.
2.5 At the Nevada Act;First Merger Effective Time:
(D) each share 2.5.1 The outstanding shares of common stock of Merger Sub 1 issued and outstanding immediately prior to the Effective Time will Buytron shall be converted into and become one validly issued, fully paid and non-assessable share an aggregate of 9,859,241 shares of the common stock of Celtron (the Surviving Corporation;
“Celtron Shares”) and 42,085,891 shares of the common stock of Orbtech (E) each Share issued the “Orbtech Shares”). The Celtron Shares and outstanding immediately prior the Orbtech Shares shall be distributed pro rata to the Effective Time (other than Shares Buytron Shareholders based on the number of shares of Buytron held in by each unless the treasury Buytron Shareholders agree otherwise. The Buytron Shareholders agree that all of the Company Orbtech Shares shall be distributed to ▇▇▇▇▇▇ and any Dissenting Shares) that the Celtron Shares shall be distributed as follows: 4,859,241 shares to ▇▇▇▇▇▇ and 5,000,000 shares to Opus. Celtron agrees to issue and deliver the Orbtech Shares and the Celtron Shares to the Buytron Shareholders in accordance with this Section .
2.5.2 All of the outstanding capital stock of Merger Sub remain outstanding and all rights in respect thereof shall forthwith cease to exist and be converted into and represent the right to receive, upon delivery of a duly-executed and completed letter of transmittal in the form attached hereto as Exhibit A (“Letter of Transmittal”), the Per Share Merger Consideration; and
(iii) all option plans of the Company, including any plan pursuant to which the Options were granted, outstanding capital stock of Buytron shall be terminated cancelled.
2.5.3 All of the outstanding shares of Celtron common stock held by Buytron shall be delivered to Celtron and cease to exist pursuant to such actions by the board of directors, prior to the Effective Time, as necessary and appropriate to effectuate such terminationshall become treasury shares.
Appears in 1 contract
First Merger. (i) The Merger will be consummated by the filing of articles of merger in customary form with the Secretary of State of the State of Nevada (the “Articles of Merger”) in accordance with Nevada Act. Upon such filing, Merger Sub 1 shall be merged with and into the Company, the separate existence of Merger Sub 1 shall cease and the Company shall continue as the surviving corporation under the laws of the State of Nevada (the “Surviving Corporation”). The Merger shall be effective at such time as the Articles of Merger are duly filed with and accepted for record by the Secretary of State of the State of Nevada or such later time as the parties may specify in the Articles of Merger (the “Effective Time”).
(ii) At the First Effective Time, by virtue of the First Merger and without any further action by any other Person:
(A) all on the properties, rights, privileges, powers and franchises part of the Company and Company, Parent, Merger Sub 1 shall vest Inc. or the holders of any Equity Interests in the Surviving Corporation and all debtsCompany, liabilities, obligations and duties of the Company and Parent or Merger Sub 1 shall become debts, liabilities, obligations and duties of the Surviving Corporation;
Inc.: (B) (y) the certificate of incorporation of Merger Sub 1, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation as of the Effective Time, except that all references to Merger Sub 1 in the certificate of incorporation shall be changed to refer to “New Birmingham, Inc.”; and (z) the bylaws of Merger Sub 1, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation as of the Effective Time, except that all references to Merger Sub 1 in the bylaws shall be changed to refer to “New Birmingham, Inc.”;
(C) the directors and officers of Merger Sub 1 at the Effective Time shall be the directors and officers of the Surviving Corporation, in each case until successors are duly elected or appointed in accordance with the articles of incorporation and bylaws of the Surviving Corporation and the Nevada Act;
(Di) each share of common stock of Merger Sub 1 Company Common Stock issued and outstanding immediately prior to the First Effective Time will Time, other than shares of Company Common Stock to be cancelled pursuant to Section 2.01(a)(ii) (the “Excluded Shares”), shall be converted into and become one validly issued, 67.8668567 (the “Exchange Ratio”) fully paid and non-assessable nonassessable shares of Parent Common Stock (collectively, the “Merger Consideration”), subject to adjustment in accordance with Section 2.02 and (A) each share of common Company Common Stock that was immediately prior to the First Effective Time represented by a certificate and (B) each uncertificated share of Company Common Stock that immediately prior to the First Effective Time was registered to a holder on the stock transfer books of the Company (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and cease to exist and shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive cash in lieu of any fractional shares of Company Common Stock pursuant to Section 2.04, in each case without any interest. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock and delivery of duly executed letters of transmittal in accordance with Section 2.03 will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after the First Effective Time there will be no further registration of transfers on the stock transfer books of the First Merger Surviving Corporation;
(E) each Share issued and Corporation of the shares of Company Common Stock that were outstanding immediately prior to the First Effective Time (other than Shares held in Time. If, after the treasury of the Company and any Dissenting Shares) and all rights in respect thereof shall forthwith cease to exist and be converted into and represent the right to receive, upon delivery of a duly-executed and completed letter of transmittal in the form attached hereto as Exhibit A (“Letter of Transmittal”), the Per Share Merger Consideration; and
(iii) all option plans of the Company, including any plan pursuant to which the Options were granted, shall be terminated and cease to exist pursuant to such actions by the board of directors, prior to the First Effective Time, as necessary and appropriate any duly executed letters of transmittal with respect to effectuate such terminationformer shares of Company Common Stock are presented to the First Merger Surviving Corporation or the Transfer Agent for any reason, they will be treated in accordance with this Article II.
Appears in 1 contract
Sources: Merger Agreement (Vectrus, Inc.)
First Merger. (i) The Merger will be consummated by the filing of articles of merger in customary form with the Secretary of State of the State of Nevada (the “Articles of Merger”) in accordance with Nevada Act. Upon such filing, Merger Sub 1 shall be merged with and into the Company, the separate existence of Merger Sub 1 shall cease and the Company shall continue as the surviving corporation under the laws of the State of Nevada (the “Surviving Corporation”). The Merger shall be effective at such time as the Articles of Merger are duly filed with and accepted for record by the Secretary of State of the State of Nevada or such later time as the parties may specify in the Articles of Merger (the “Effective Time”).
(ii) At the First Effective Time, by virtue of the First Merger and without any further action by on the part of the Company, Parent, Merger Sub Inc. or the holders of any other PersonEquity Interests in the Company, Parent or Merger Sub Inc.:
(A) all the properties, rights, privileges, powers and franchises of the Company and Merger Sub 1 shall vest in the Surviving Corporation and all debts, liabilities, obligations and duties of the Company and Merger Sub 1 shall become debts, liabilities, obligations and duties of the Surviving Corporation;
(B) (y) the certificate of incorporation of Merger Sub 1, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation as of the Effective Time, except that all references to Merger Sub 1 in the certificate of incorporation shall be changed to refer to “New Birmingham, Inc.”; and (z) the bylaws of Merger Sub 1, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation as of the Effective Time, except that all references to Merger Sub 1 in the bylaws shall be changed to refer to “New Birmingham, Inc.”;
(C) the directors and officers of Merger Sub 1 at the Effective Time shall be the directors and officers of the Surviving Corporation, in each case until successors are duly elected or appointed in accordance with the articles of incorporation and bylaws of the Surviving Corporation and the Nevada Act;
(Di) each share of common stock Class A Common Stock, par value $0.0001, of Merger Sub 1 the Company (“Company Class A Common Stock”) and each share of Class B Common Stock, par value $0.0001, of the Company (“Company Class B Common Stock” and, together with the Company Class A Common Stock, the “Company Common Stock”) issued and outstanding immediately prior to the First Effective Time will Time, other than Excluded Shares and Dissenting Shares, shall be converted into and become one validly issued(A) in the case of the Company Class A Common Stock, a number of fully paid and non-assessable nonassessable shares of Parent Class A Common Stock equal to the Exchange Ratio (the “Class A Merger Consideration”) and (B) in the case of the Company Class B Common Stock, a number of fully paid and nonassessable shares of Parent Class B Common Stock equal to the Exchange Ratio (the “Class B Merger Consideration” and, collectively with the Class A Merger Consideration, the “Merger Consideration”), subject to adjustment in accordance with Section 2.02. Each share of common Company Common Stock that was immediately prior to the First Effective Time represented by a certificate and each uncertificated share of Company Common Stock that immediately prior to the First Effective Time was registered to a holder on the stock transfer books of the Company (other than Excluded Shares and Dissenting Shares) shall cease to be outstanding, shall be canceled and cease to exist and shall thereafter represent only the right to receive the Merger Consideration, without any interest. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock and delivery of duly executed letters of transmittal in accordance with Section 2.04 will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after the First Effective Time there will be no further registration of transfers on the stock transfer books of the First Merger Surviving Corporation;
(E) each Share issued and Corporation of the shares of Company Common Stock that were outstanding immediately prior to the First Effective Time (other than Shares held in Time. If, after the treasury of the Company and any Dissenting Shares) and all rights in respect thereof shall forthwith cease to exist and be converted into and represent the right to receive, upon delivery of a duly-executed and completed letter of transmittal in the form attached hereto as Exhibit A (“Letter of Transmittal”), the Per Share Merger Consideration; and
(iii) all option plans of the Company, including any plan pursuant to which the Options were granted, shall be terminated and cease to exist pursuant to such actions by the board of directors, prior to the First Effective Time, as necessary any duly executed letters of transmittal with respect to former shares of Company Common Stock are presented to the First Merger Surviving Corporation or the Exchange Agent for any reason, they will be treated in accordance with this Article II. “Exchange Ratio” means a number equal to the quotient obtained by dividing (x) the product of (I) the Fully Diluted Parent Common Stock and appropriate to effectuate such termination(II) 49 by (y) the Fully Diluted Company Common Stock.
Appears in 1 contract
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 (i) The Merger will be consummated by sometimes referred to herein as the filing “Surviving Corporation”). Subject to the provisions of articles this Agreement, at the closing, the Parties shall cause certificates of merger in customary form to be executed, acknowledged and filed with the Secretary of State of the State of Nevada (the “Articles of Merger”) in accordance with Nevada Act. Upon such filing, Merger Sub 1 shall be merged with Delaware and into the Company, the separate existence of Merger Sub 1 shall cease and the Company shall continue as the surviving corporation under the laws of the State of Nevada (the “Surviving Corporation”). The Merger shall be effective at such time as the Articles of Merger are duly filed with and accepted for record by the Secretary of State of the State of Nevada 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 later time as the parties 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 specify be agreed between Travelzoo and Azzurro Capital in writing and specified in the Articles 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 TimeDate of the First Merger”).
(ii) . At the Effective Time, by virtue Date of the Merger and without any further action by any other PersonFirst 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 (A1) 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 until thereafter amended. The First Merger shall have the effects set forth herein and in the applicable provisions of the laws of the State of New York and of the State of Delaware. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Date of the First Merger, all the propertiesproperty, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of the Company and Merger Sub 1 and MTE shall vest in the Surviving Corporation Corporation, and all debts, liabilities, obligations obligations, restrictions and duties of the Company and each of Merger Sub 1 and MTE shall become the debts, liabilities, obligations obligations, restrictions and duties of the Surviving Corporation;.
2. At the Effective Date of the First Merger, (B) (ya) the certificate of incorporation of Merger Sub 1, as in effect immediately prior to the Effective Time, Date of the First Merger shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as of the Effective Timeprovided by applicable law, except that all references to Merger Sub 1 in the certificate of incorporation shall be changed to refer to “New Birmingham, Inc.”; and (zb) the bylaws by-laws of Merger Sub 1, as in effect immediately prior to the Effective Time, Date of the First Merger shall be the bylaws by-laws of the Surviving Corporation as until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Effective TimeSurviving Corporation or as provided by applicable law; provided, except however, in each case, that all references to Merger Sub 1 in the bylaws name of the corporation set forth therein shall be changed to refer to “New Birminghamthe name of MTE. The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of any corporation of Delaware, Inc.”;
(C) the directors and officers as well as for enforcement of Merger Sub 1 at the Effective Time shall be the directors and officers of the Surviving Corporation, in each case until successors are duly elected or appointed in accordance with the articles of incorporation and bylaws any obligation of the Surviving Corporation arising from the First Merger, and irrevocably appoints the Nevada Act;
(D) each share Secretary of common stock State of Merger Sub 1 issued and outstanding immediately prior Delaware as its agent to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process to the Effective Time will be converted into and become one validly issuedSurviving Corporation at c/o Travelzoo, fully paid and non-assessable share of common stock of the Surviving Corporation;
(E) each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of the Company and any Dissenting Shares) and all rights in respect thereof shall forthwith cease to exist and be converted into and represent the right to receive▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, upon delivery of a duly-executed and completed letter of transmittal in the form attached hereto as Exhibit A (“Letter of Transmittal”)▇▇▇▇ ▇▇▇▇▇, the Per Share Merger Consideration; and
(iii) all option plans of the Company▇▇▇ ▇▇▇▇, including any plan pursuant to which the Options were granted, shall be terminated and cease to exist pursuant to such actions by the board of directors, prior to the Effective Time, as necessary and appropriate to effectuate such termination▇▇ ▇▇▇▇▇.
Appears in 1 contract
Sources: Stock Purchase Agreement (Travelzoo)