Merger Structure. The structure of Borrower, CVOP II and the targets acquired pursuant to such transactions contemplated by the Merger Agreement shall be as set forth on Schedule 1.4 attached hereto.
Merger Structure. At the election of Parent, the Merger may be restructured such that, at the Effective Time and upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of Delaware Law, either (i) Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger, or (ii) the Company shall be merged with and into Parent, the separate corporate existence of the Company shall cease and Parent shall continue as the surviving corporation of the Merger; provided, however, that the Merger shall not be restructured pursuant to this SECTION 2.12 if any such restructuring would cause the condition set forth in SECTION 7.1(f) hereof to fail to be satisfied. In the event that the Merger is restructured pursuant to this SECTION 2.12, all references in this ARTICLE II and elsewhere in this Agreement to the Surviving Corporation shall be deemed to be references to the Company as the surviving corporation of the Merger in the case of clause (i) above, or Parent as the surviving corporation of the Merger in the case of clause (ii) above. Notwithstanding any restructuring of the Merger pursuant to this SECTION 2.12, the terms and conditions of this Agreement shall remain in full force and effect, subject to any changes or revisions that are or may be necessary or appropriate as a result of such restructuring of the Merger.
Merger Structure. Subject to the satisfaction of the conditions described in this Agreement, at the closing of the Transaction (i) Merger Sub will merge with and into the Company, and (ii) the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence as a limited liability company under Minnesota Chapter 322C as the surviving company in the merger. All of Buyer’s units in the Company will be cancelled and no consideration paid therefor at the closing of the Transaction.
Merger Structure. 14 2.13 Tax and Accounting Consequences.......................... 14 2.14 Taking of Necessary Action; Further Action............... 14
Merger Structure. In connection with the Merger, each of the parties hereto acknowledges and agrees to take all actions and enter into such agreements, instruments and documents in forms mutually acceptable to Patriot, Cal Jockey and BMOC necessary to effectuate the transactions contemplated by that certain memorandum, dated as of February 24, 1997, from Goodxxx, Xxocter & Hoar XXX delivered concurrently herewith, including, without limitation, the creation of a BMOC operating partnership, the contribution of BMOC's assets to such BMOC operating partnership in connection with the Merger and the contribution of Cal Jockey's assets to Patriot Operating Partnership in connection with the Merger.
Merger Structure. The Parties contemplate that a wholly owned subsidiary of Revenge would merge into Fish. However, the Parties would cooperate to amend or modify the proposed structure of the Merger consistent with the terms of this Letter of Intent in order that the structure of the Merger will qualify for tax-free treatment for the Parties.
Merger Structure. On the Closing Date as of the Effective Time (each as defined below), the Parties wish to effect a merger of JLF with and into MMFC, pursuant to which MMFC would be the surviving entity (the “Merger”) in accordance with the provisions of this Agreement, the plan of merger as Exhibit A (the “Plan of Merger”) and the Wisconsin Cooperative Law.
Merger Structure. The Merger would be accomplished by a merger of Eagle Point with a new company (a "merger subsidiary") that would be a wholly owned subsidiary of Buyer. The Agreement would provide for each Eagle Point shareholder, other than Buyer or Xxxx X. Xxxxx, to receive $6.40 per share, in cash, except that Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxx xxxx receive $500,000 and $250,000, respectively, of the price for their shares in the form of a seven- year subordinated note with terms and conditions acceptable to them and to Buyer. Holders of the Company's options, warrants, convertible securities, etc. would receive a cash payment based on a price of $6.40 per share of Company stock, less any applicable consideration payable by the holders upon the exercise, conversion, etc. of such securities. Following the Merger, Xxxxx would own 100% of the equity interest in Eagle Point on a fully diluted basis.
Merger Structure. The legal structure chosen to carry out the integration of the participating companies is a merger, pursuant to article 22 and following of the Structural Amendments Law. The intended merger will be carried out through the absorption of Banca Cívica (absorbed company) by Caixabank (absorbing company). The absorbed company will be extinguished by dissolution without liquidation and block transfer of its total net assets to the absorbing company, which will acquire the rights and obligations of Banca Cívica through a universal succession. CaixaBank will increase, if any, its share capital in the appropriate amount in accordance with the exchange ratio defined in Section 5 of this Plan, to allow Banca Civica’s shareholders to participate in the share capital of CaixaBank social receiving a number of shares proportional to their participation in the Absorbed Company
Merger Structure. The structure to be used to consummate the Acquisition and the Merger shall be as set forth on Schedule 4.1G of the Company Disclosure Letter.
