Parent Merger Sample Clauses

Parent Merger. It is intended by Parent that the distribution of Source Common Stock pursuant to Sections 1.8(a) and 1.10(b) shall constitute a tax-free distribution under Section 355 of the Code.

Parent Merger. Parent has entered into an Agreement and Plan of Merger dated as of December 27, 1999, pursuant to which Parent will merge with All Communications Corporation in a stock for stock transaction.

Parent Merger. The Bank Merger and all provisions of this Bank Merger Agreement are contingent upon appropriate shareholder and regulatory approval of the Merger Agreement, and all necessary consents or permits from all applicable regulatory authorities shall have been obtained prior to consummation of the Bank Merger. This Bank Merger and the transactions contemplated hereby shall have been approved by the OCC and all other applicable federal and state authorities in a form acceptable to Bank and Thrift.

Parent Merger. At the Parent Effective Time, by virtue of the Parent Merger and without any action on the part of the Buyer Parties, Parent or any Parent Stockholder:

Parent Merger. The Company, Parent and Merger Sub shall cause the Parent Merger to become effective as of 8:01 A.M. New York time on the Closing Date (the “Parent Merger Effective Time”) in accordance with ARTICLE 2 and ARTICLE 3 of this Agreement.

Parent Merger. All matters pertaining to the conversion of outstanding capital stock of Parent into capital stock of Holdco in the Parent Merger shall be governed by the terms and provisions of the Parent Merger Agreement and Section 251(g) and other applicable provisions of the Delaware Law

Parent Merger. Parent and the Surviving Corporation shall take all action necessary and appropriate, including entering into an appropriate merger agreement (the “Parent Merger Agreement”), to cause the Surviving Corporation to merge with and into Parent (the “Parent Merger”) in accordance with applicable laws and regulations and the terms of the Parent Merger Agreement and as soon as practicable after consummation of the Merger. After the Parent Merger the separate corporate existence of the Surviving Corporation shall cease and Parent shall survive and continue to exist as a corporation incorporated under the MBCL.

Parent Merger. Subject to receipt of the approval for the Parent Proposals, immediately prior to the Closing, Parent shall cause the Parent Merger to occur, including by (i) filing with the Secretary of State of the State of Delaware a Certificate of Merger, in form and substance reasonably acceptable to Parent and the Company (the “Parent Certificate of Merger”) and (ii) filing with the Secretary of State of the State of Delaware the Amended and Restated Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company). In accordance with applicable Law, the Parent Certificate of Merger shall provide that at the effective time of the Parent Merger, by virtue of the Parent Merger, and without any action on the part of any Parent Stockholder: (i) each then issued and outstanding share of common stock of Parent shall convert automatically into one share of common stock of Holdings; (ii) each then issued and outstanding Parent Right shall convert automatically into one right to acquire one tenth of one share of common stock, par value $0.0001 per share, of Holdings. After the Parent Merger, all references to Parent herein shall mean Holdings.

Parent Merger. On the Closing Date, the Parent Merger Certificate shall be in full force and effect and none of the terms thereof (including any conditions to the consummation of the Parent Merger contained therein) shall have been modified or waived in any material respect without the consent of Agent, Arrangers and Requisite Lenders. On the Closing Date, Company shall have provided evidence in form and substance satisfactory to Agent and Arrangers that the Parent Merger has been consummated and has become effective in all respects in accordance with the Parent Merger Certificate. On the Closing Date, Company shall have provided evidence in form and substance satisfactory to Agent and Arrangers that after giving effect to the Parent Merger, Holdings owns 100% of the outstanding capital stock of Company. On the Closing Date, Company shall have cancelled the Parent Intercompany Note.