Reverse Triangular Merger Sample Clauses
A Reverse Triangular Merger is a legal mechanism used in mergers and acquisitions where a subsidiary of the acquiring company merges into the target company, with the target company surviving the merger. In this structure, the acquiring company forms a new subsidiary, which then merges with the target, allowing the target to continue its corporate existence while becoming a wholly owned subsidiary of the acquirer. This approach is commonly used because it enables the acquirer to obtain all of the target's assets and liabilities efficiently, while often preserving the target's contracts and licenses, thus facilitating a smoother transition and minimizing disruptions.
POPULAR SAMPLE Copied 10 times
Reverse Triangular Merger. The Company's Board of Directors shall have approved the terms and conditions of, or entered into a definitive agreement to effect, a reverse triangular merger with a target company to be identified, whereby the Company shall issue that number of shares of common stock and retire the preferred stock so that following such merger the shareholders of the target company shall beneficially own approximately 95% of the Company's common stock.
Reverse Triangular Merger. Subject to the terms and conditions of this Agreement, Merger Sub will merge with and into Company (the “Merger”). Pursuant to the Merger and upon Closing (as such terms is defined herein), the Company Shares shall be converted into Delic Shares at the rate set forth herein in Section 2.3 hereunder. Company shall be the corporation surviving the Merger (after the Closing, the “Surviving Corporation”), and the separate corporate existence of Merger Sub shall cease after the Closing.
Reverse Triangular Merger. The parties intend that this exchange will be tax free under Section 368 of the Internal Revenue Code to the fullest extent possible. If necessary in the opinion of tax counsel to preserve tax free status, MMTC will establish a special purpose California corporation as a wholly owned subsidiary designated as MMTC Merger Corporation or some similar name. Zhongke shall merge with MMTC Merger Corporation and shall be the surviving entity. The Board of Directors and Management of MMTC and Zhongke shall consent to all acts reasonably necessary for the establishment of MMTC Merger Corporation and the subsequent merger. To the extent required by applicable law, the merger shall be approved by the shareholders of both corporations and this Acquisition Agreement shall be incorporated by reference into any Plan of Exchange between the companies. MMTC will file Articles of Merger or similar Articles effecting the merger under California law.
Reverse Triangular Merger. The parties intend that this exchange will be tax free under Section 368 of the Internal Revenue Code to the fullest extent possible. If necessary in the opinion of tax counsel to preserve tax free status, MMTC will establish a special purpose corporation as a wholly owned subsidiary designated as MMTC Merger Corporation or some similar name. The Board of Directors and Management of MMTC and Zhongke shall consent to all acts reasonably necessary for the establishment of MMTC Merger Corporation and the subsequent merger or acquisition. To the extent required by applicable law, the merger or acquisition shall be approved by the shareholders of both corporations, if necessary. The Agreement and this Amendment shall be incorporated by reference into any plan of exchange between the companies. MMTC will file Articles of Merger or similar Articles effecting the merger under controlling law. The expense of Merger shall be borne by MMTC except as otherwise set out in the Agreement. Following the Merger, Zhongke will have acquired the public, reporting company and will be responsible for all subsequent filings called for under the Securities Exchange Act of 1934, as amended