Initial Merger Clause Samples
The Initial Merger clause defines the foundational transaction in which two or more entities combine to form a single entity at the outset of an agreement. This clause typically outlines the specific parties involved, the effective date of the merger, and the legal mechanism by which the merger will be executed, such as through statutory consolidation or absorption. By clearly establishing the terms and process of the initial merger, this clause ensures all parties understand the starting point of their combined operations and provides a legal framework for the transition, thereby reducing ambiguity and potential disputes regarding the merger's implementation.
Initial Merger. On the date which is three Business Days after the first date on which all conditions set forth in Article IX that are required hereunder to be satisfied on or prior to the Initial Closing shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Initial Closing, but subject to the satisfaction or waiver thereof), or at such other time or in such other manner as shall be agreed upon by SPAC and the Company in writing, the closing of the Transactions contemplated by this Agreement with respect to the Initial Merger (the “Initial Closing”) shall take place remotely by conference call and exchange of documents and signatures in accordance with Section 11.9. At the Initial Closing, SPAC, PubCo and Merger Sub 1 shall cause SPAC to be merged with and into Merger Sub 1, with Merger Sub 1 being the surviving company in the Initial Merger (the day on which the Initial Closing occurs, the “Initial Closing Date”). On the Initial Closing Date, SPAC and Merger Sub 1 shall execute and cause to be filed with the Registrar of Companies of the Cayman Islands, the Plan of Initial Merger (substantially in the form attached hereto as Exhibit I) and such other documents as may be required in accordance with the applicable provisions of the Cayman Act or by any other applicable Law to make the Initial Merger effective (collectively, the “Initial Merger Filing Documents”). The Initial Merger shall become effective at the time when the Plan of Initial Merger has been accepted for filing by the Registrar of Companies of the Cayman Islands or at such later time as may be agreed by Merger Sub 1 and SPAC in writing with the prior written consent of the Company and specified in the Plan of Initial Merger (the “Initial Merger Effective Time”). Promptly following the Initial Merger Effective Time PubCo shall deliver notices to the parties to the Private Placement and the Sponsor Subscription Agreement to cause the release of funds from escrow to PubCo immediately prior to Acquisition Closing and to cause the Investors that are mutual funds (the “Mutual Fund Investors”) to complete the consummation of their respective PIPE Investments immediately prior to Acquisition Closing.
Initial Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Plan of Initial Merger and Part XVI of the Cayman Act, at the Initial Merger Effective Time, Merger Sub 1 and SPAC shall consummate the Initial Merger, pursuant to which SPAC shall be merged with and into Merger Sub 1, following which the separate corporate existence of SPAC shall cease, and Merger Sub 1 shall continue as the surviving company after the Initial Merger as a wholly-owned subsidiary of PubCo.
Initial Merger. New Bank shall be merged into State Bank (the resulting bank being herein referred to as the "First Surviving Bank") as of the effective time of the Initial Merger under the charter and Articles of Association of State Bank, as determined by the Texas Department of Banking ("Banking Department"), and each of the outstanding shares of common stock of New Bank shall and without any action on the part of Bancshares be canceled and be converted into shares of common stock of the First Surviving Bank. The shares of common stock of the First Surviving Bank into which such New Bank common stock is converted shall represent ownership of 100% of the issued and outstanding capital stock of the First Surviving Bank, all of which shall be owned by Bancshares.
Initial Merger. 32 4.2. CONDITIONS TO OBLIGATIONS OF VODAFONE AND MERGER SUB.................................................. 32 4.2.1.
Initial Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the BVI Act, at the Initial Merger Effective Time, Merger Sub 1 shall be merged with and into the Company, and the separate corporate existence of Merger Sub 1 shall cease, and the Company, as the Surviving Corporation, shall thereafter continue its corporate existence as a wholly owned subsidiary of PubCo.
Initial Merger. As soon as practicable after the AirTouch Shareholders Meeting, AirTouch shall execute and file with the Secretary of State of the State of Delaware a certificate of merger with 30
Initial Merger. New Corp shall be merged into South Texas (the resulting company being herein referred to as the "First Surviving Company") as of the effective time of the Initial Merger under the Articles of Incorporation of South Texas, as determined by the Secretary of State of Texas, and each of the outstanding shares of common stock of New Corp shall and without any action on the part of Bancshares be canceled and be converted into shares of common stock of the First Surviving Company. The shares of common stock of the First Surviving Company into which such New Corp common stock is converted shall represent ownership of 100% of the issued and outstanding capital stock of the First Surviving Company, all of which shall be owned by Bancshares.
Initial Merger. The Initial Merger shall have been consummated. 4.2.
Initial Merger. At the Merger Effective Time, upon the terms and subject to the conditions of this Agreement, in accordance with the DGCL, the Parties shall consummate the Initial Merger pursuant to which Merger Sub Corp. shall merge with and into the Company whereupon the separate corporate existence of Merger Sub Corp. shall cease and terminate and the Company shall be the surviving corporation in the Initial Merger and shall continue its corporate existence under the laws of the State of Delaware as a wholly-owned Subsidiary of Parent (the "Surviving Corporation").
Initial Merger. Subject to receipt of the approval for the ▇▇▇▇ Proposals, immediately prior to the Closing, ▇▇▇▇ shall cause the Initial Merger to occur, including by (i) filing with the Secretarys of State of the State of Delaware and Nevada a Certificate of Merger, in form and substance reasonably acceptable to ▇▇▇▇ and the Company and (ii) filing with the Secretary of State of the State of Nevada the Amended and Restated Certificate of Incorporation of Holdings, in substantially the form attached as Exhibit D to this Agreement (with such changes as may be agreed in writing by ▇▇▇▇ and the Company). In accordance with applicable Law, the Initial Certificate of Merger shall provide that at the effective time of the Initial Merger, by virtue of the Initial Merger, and without any action on the part of any ▇▇▇▇ Stockholder: (i) each then issued and outstanding share of common stock of ▇▇▇▇ shall convert automatically into one share of common stock of Holdings; (ii) each then issued and outstanding ▇▇▇▇ Warrant shall convert automatically into one warrant to acquire one share of common stock, par value $0.0001 per share, of Holdings, and (iii) each then issued and outstanding ▇▇▇▇ Unit shall separate and convert automatically into one share of common stock of Holdings and, one-half of one redeemable Warrant of Holdings. After the Initial Merger, all references to ▇▇▇▇ herein shall mean Holdings.