Per Share Merger Sample Clauses

Per Share Merger. Consideration Section 3.1(a)(ii) Qualified REIT Subsidiary Section 4.12(b) SOX Act Section 4.7(b) Specified Transactions Section 2.8(a)(iii) Subsidiary REIT Section 4.12(b) Surviving Entity Recitals Takeover Statutes Section 4.24 Taxable REIT Subsidiary Section 4.12(b) Transfer Taxes Section 7.16 willful and material breach Section 9.2
Sample 1Sample 2
AutoNDA by SimpleDocs
Per Share Merger. Consideration Section 2.1(a)(ii)(1) Per Share Stock Consideration Section 2.1(a)(ii)(1) Proposed Aggregate Stock Issuance Amount Section 2.1(a)(ii)(1) Proposed Stock Issuance Section 2.1(a)(ii)(1) Proxy Statement Section 3.7 RIC Section 3.14(h) Second Effective Time Section 1.3(b) Second Merger Recitals solvent Section 4.24 Specified Number Section 2.3(a) Superior Proposal Section 6.6(g)(ii) Surviving Corporation Recitals Takeover Statutes Section 3.18 Termination Date Section 8.1(b)(i) Total Stock Consideration Section 2.1(a)(ii) Total Stock Consideration Value Section 2.1(a)(ii) Appendix 13 Exhibit A Certificate of Incorporation of the Surviving Corporation [See attached.] Exhibit A Exhibit A AMENDED AND RESTATED OF HARVEST CAPITAL CREDIT CORPORATION The present name of the corporation is Harvest Capital Credit Corporation (the “Corporation”). The Corporation was incorporated by the filing of the original certificate of incorporation with the Secretary of State of the State of Delaware on November 14, 2012 (the “Original Certificate of Incorporation”). This Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the (“Amended and Restated Certificate of Incorporation”), which amends, restates and integrates the provisions of the Original Certificate of Incorporation, has been duly adopted under and pursuant to the provisions of Section 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”) and by the written consent of its stockholders in accordance with Section 228 of the DGCL. The Original Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
Sample 1
Per Share Merger. Consideration shall have the meaning set forth in Section 1.5(c)(i) of this Agreement.
Sample 1
Per Share Merger. Consideration 2.2.1 Personnel 4.9(b)(i) Principal Stockholder 4.6 Surviving Corporation 2.1.1
Sample 1
Per Share Merger. Consideration 3.1(a) Plan 6.13(a) Proxy Statement 8.7(a) RCRA 1.3 (Hazardous Substances) SEC 6.2(a) Surviving Corporation 2.1 T&B Preamble Transaction Balance Sheet 8.8(a) Transaction Costs 8.8(a) Welfare Plan 6.13(a)
Sample 1
Per Share Merger. Consideration Section 1.07(a) Plans Section 2.09(a) Post-Signing Returns Section 4.03(a) Proxy Statement Section 5.03(a) Proxy/Information Statement Section 5.03(a) Purchase Right Consideration Section 1.08(b)(ii) Real Property Section 2.10(c) Restructuring Agreement Recitals Sarbanes-Oxley Act Section 2.06(c) XXX Section 1.10(b) Securities Act Section 2.05(b)
Sample 1

Related to Per Share Merger

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Capital Stock of Merger Sub Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

Time is Money Join Law Insider Premium to draft better contracts faster.