Structure of the Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Structure of the Merger. It is intended that the Merger will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme is an arrangement between Avast and the Scheme Shareholders and is subject to the approval of the Court. The procedure involves, among other things, an application by Avast to the Court to sanction the Scheme, in consideration for which Scheme Shareholders will receive cash and New NortonLifeLock Shares on the basis described in this Announcement, in particular paragraphs 2 (The Merger) and 14 (Electing to receive the Majority Stock Option). The purpose of the Scheme is to provide for Bidco (and/or its nominee) to become the owner of the entire issued and to be issued ordinary share capital of Avast. Upon the Scheme becoming Effective: (i) it will be binding on all Avast Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and the General Meeting (and, if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Avast Shares will cease to be of value and should be destroyed and entitlements to Avast Shares held within the CREST system will be cancelled. Bidco will despatch, or arrange for the despatch of, the consideration payable under the Scheme to Scheme Shareholders by no later than 14 days after the Effective Date. Any Avast Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Special Resolution to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Avast Shares issued after the Scheme Record Time (other than to Bidco and/or its nominee) to be automatically transferred to Bidco (and/or its nominee) on the same terms as the Merger (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and/or its nominee) holding ordinary shares in the capital of Avast after the Effective Date. Subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, it is expected that the Scheme Document, containing further information about the Merger and notices of the Court Meeting and General Meeting, together with the Forms of Proxy and the Form of Election, will be posted to Avast Shareholders and (for information only) to participants in the Avast Share Schemes in late Q3 or early Q4 of 2021. For the purposes of...
Structure of the Merger. (a) At least 14 business days prior to the anticipated mailing of the Information Statement/Prospectus (as defined in Section 6.2) AIMCO shall notify IPT whether, at the Effective Time (as defined in Section 1.4) (x) IPT shall be merged with and into AIMCO, with AIMCO being the surviving entity or (y) a subsidiary of AIMCO shall be merged with and into IPT, with IPT being the surviving entity. If AIMCO elects to cause the Merger to occur pursuant to (y) above, then this Agreement shall be amended to (i) add such subsidiary as a party to this Agreement, (ii) make such other additional incidental amendments as are needed to provide for a subsidiary merger, and where required, to provide that AIMCO will cause its subsidiary to take action in lieu of AIMCO, as agreed by IPT and AIMCO and their respective counsel, and (iii) include an unconditional guarantee by AIMCO of the obligations of its subsidiary in the Merger.
Structure of the Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into Arcturus, and (b) the separate existence of Merger Sub shall cease and Arcturus will continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation”).
Structure of the Merger. On the Effective Date (as defined in Section 8.1):
Structure of the Merger. On the Effective Date (as ----------------------- defined in Section 7.1), Bayonne will merge with and into RCFC ("Merger"), with RCFC being the surviving entity, pursuant to the provisions of, and with the effect provided in, the Delaware General Corporation Law ("DGCL"). Upon consummation of the Merger, the separate corporate existence of Bayonne shall cease. RCFC shall continue to be governed by the laws of the State of Delaware and its name and separate corporate existence, with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. From and after the Effective Time, RCFC shall possess all of the properties and rights and subject to all of the liabilities and obligations of Bayonne, all as more fully described in the DGCL.
Structure of the Merger. On the Effective Date (as defined in Section 7.01), LISB will merge with and into AFC (the "Merger"), with AFC being the surviving entity, pursuant to the provisions of, and with the effect provided in the Delaware General Corporation Law (the "DGCL"). Upon consummation of the Merger, the separate corporate existence of LISB shall cease. The certificate of incorporation and bylaws of AFC, as in effect immediately prior to the Effective Time (as defined in Section 7.01), shall be the certificate of incorporation and bylaws of the surviving corporation, until altered, amended or repealed in accordance with their terms and applicable law. The authorized capital stock of the surviving corporation shall be as stated in the certificate of incorporation of AFC immediately prior to the Effective Time. Each share of AFC Common Stock and AFC Preferred Stock (as defined herein) issued and outstanding immediately prior to the Effective Time shall be unchanged and shall remain issued and outstanding.
Structure of the Merger. On the Effective Date (as defined in Section 7.1), JSB will merge with and into NFB ("Merger"), with NFB being the surviving entity, pursuant to the provisions of, and with the effect provided in, the Delaware General Corporation Law. Upon consummation of the Merger, the separate corporate existence of JSB shall cease. NFB shall continue to be governed by the laws of the State of Delaware and its name and separate corporate existence, with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger.
Structure of the Merger. On the Effective Date (as defined herein), Haven will merge with and into Queens ("Merger"), with Queens being the surviving entity, pursuant to the provisions of, and with the effect provided in, the Delaware General Corporation Law ("DGCL"). Subject to the receipt of any necessary clearances, the parties intend that the name of the Surviving Corporation shall be "New York Community Bancorp, Inc." (or a variation thereof acceptable to Queens). Upon consummation of the Merger, the separate corporate existence of Haven shall cease. Queens shall continue to be governed by the laws of the State of Delaware, and its separate corporate existence, with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. Queens may at any time prior to the Effective Time change the method of effecting the combination with Haven (including, without limitation, the provisions of this Article I) if and to the extent it deems such change to be necessary or appropriate; provided, however, that no such change shall (1) alter or change the amount or kind of consideration to be issued to holders of Haven Common Stock as provided for in this Agreement, (2) adversely affect the tax treatment of Haven or Haven's stockholders as a result of receiving the Merger Consideration (as defined herein), (3) materially impede or delay consummation of the transactions contemplated by this Agreement or (4) adversely effect the obligations of Queens hereunder. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement in order to reflect such election.
Structure of the Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease, at the Effective Time (as defined in Section 1.3 hereof). Following the Effective Time, the Company shall be the surviving entity (the “Surviving Entity”), shall become a direct, wholly-owned subsidiary of Parent, and all the rights and obligations of the Merger Sub shall be vested in the Company in accordance with the DGCL.
