Pursuant to the Merger Sample Clauses

Pursuant to the Merger. AssureNet will merge with and into the Subsidiary, and the Subsidiary will acquire all of the assets and liabilities of AssureNet. At least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value of the gross assets held by AssureNet immediately prior to the Merger will be held by the Subsidiary immediately after the Merger. For the purpose of determining the percentage of AssureNet's net and gross assets held by the Subsidiary immediately following the Merger, the following assets will be treated as property held by AssureNet immediately prior to the Merger but not held by the Subsidiary immediately subsequent to the Merger: (i) assets disposed of by AssureNet prior to the Merger and in contemplation thereof (including, without limitation, any asset disposed of by AssureNet other than in the ordinary course of business, pursuant to a plan or intent existing during the period ending at the Effective Time and beginning with the commencement of negotiations (whether formal or informal) with AXENT regarding the Merger (the "Pre-Merger Period")), (ii) assets used by AssureNet to pay expenses or liabilities incurred in connection with the Merger and (iii) assets used to make payments to AssureNet shareholders exercising dissenters' rights or to make distribution, redemption or other payments in respect of AssureNet shares or rights to acquire such shares (including payments treated as such for tax purposes) that are made in contemplation of the Merger or related thereto;
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Pursuant to the Merger. (i) Each share of common stock, $.01 par value, of the Company (the "COMPANY STOCK") held by the Company or any Subsidiary of the Company as treasury stock or by Buyer, in each case immediately prior to the Merger Date, shall be canceled and no payment shall be made with respect thereto;
Pursuant to the Merger. (a) TMSI has merged with and into Virginia BCBS, the separate existence of TMSI has ceased, and Virginia BCBS has become a wholly owned subsidiary of the Company; (b) Virginia BCBS has become a stock corporation incorporated under and governed by the Virginia Stock Corporation Act, ss.13.1-601 et seq. and by the Virginia Insurance Code; (c) each issued and outstanding share of common stock of TMSI owned by the Company immediately prior to the effectiveness of the Plan has, as a result of the Merger and without any action on the part of the Company, been canceled and converted into one share of stock of Trigon Insurance; (d) all Membership Interests of all Members in Virginia BCBS have been canceled, and in consideration for their Membership Interests, including their interests in the surplus of Virginia BCBS, Eligible Members are entitled to receive Common Stock from the Company and/or cash from Trigon Insurance pursuant to and in accordance with the Plan; and (e) all issued and outstanding shares of capital stock in the Company owned by Virginia BCBS have been canceled.
Pursuant to the Merger. (i) The separate existence of Newco will cease, and RFG will be the surviving entity in the Merger (“Surviving RFG”);
Pursuant to the Merger. Sub shall succeed to all of the rights, title and interest in and to the assets of each of the Targets, excluding, however, the Excluded Assets set forth on SCHEDULE "A-1", which shall be distributed by Targets to their respective shareholders prior to the Closing Date. The assets which shall be owned by Targets as of the effective date of the Merger (herein the "Assets") shall include, without limitation:

Related to Pursuant to the Merger

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • Effective Time of the Merger At the Effective Time of the Merger, NEWCO shall be merged with and into the COMPANY in accordance with the Articles of Merger, the separate existence of NEWCO shall cease, the COMPANY shall be the surviving party in the Merger and the COMPANY is sometimes hereinafter referred to as the Surviving Corporation. The Merger will be effected in a single transaction.

  • 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”).

  • of the Merger Agreement Section 6.9 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • CONDITIONS TO THE MERGERS 36 Termination of the Mergers and the Merger Agreement..................... 37

  • CONDITIONS PRECEDENT TO THE MERGER The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Effective Date of the Merger The Merger shall become effective when a properly executed Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, which filing shall be made concurrently with the closing of the transaction contemplated by this Agreement in accordance with Section 1.12. When used in this Agreement, the term "Effective Date" shall mean the date and time at which such Certificate of Merger is so filed or at such time thereafter as is provided in such Certificate of Merger.