Terms and Conditions of the Merger. The Investment Entity has determined that the terms and conditions of the Merger, on an overall basis, are fair and reasonable to the Investment Entity and at least as favorable to the Investment Entity as those that are generally available from persons capable of similarly performing the Merger.
Terms and Conditions of the Merger. (a) The terms and conditions of the Merger, including the manner and basis of converting shares in each Constituent Company into shares in the Surviving Company or other property as provided in Section 233(5) of the Companies Act, including into TopCo Ordinary Shares, are set out in the Business Combination Agreement.
Terms and Conditions of the Merger. The terms and conditions of the merger shall be as follows:
Terms and Conditions of the Merger. SECTION 1
Terms and Conditions of the Merger. 2.1.1 At the Effective Time, by virtue of the Merger, each share of Interlink Stock shall be retired and converted into its pro rata share (based on the percentage determined by dividing such one share by the total number of outstanding shares of Interlink Stock) of the following:
Terms and Conditions of the Merger. GCE Colorado shall merge with and into GCE Maryland effective as of the date of the filing of the Maryland Articles of Merger and the Colorado Articles of Merger in the forms attached to and made a part of this Agreement as Exhibit A, with the Maryland State Department of Assessments and Taxation in accordance with the Maryland Act and with the Colorado Secretary of State in accordance with the Colorado Act.
Terms and Conditions of the Merger. 4. Subject to the terms and conditions of the Agreement of Combination, dated as of April 13, 1999, by and among CCBF, the Merging Corporation, Central Carolina Bank and Trust Company ("CCB Bank"), CCBFC, Inc., a wholly-owned subsidiary of CCBF ("CCBFC"), and Mocksville Savings Bank, Inc., SSB ("Mocksville") (the "Agreement of Combination"), and except insofar as the same may be continued by law or in order to carry out the purposes of this Plan of Merger and the Agreement of Combination, and except as continued in and merged into the Surviving Corporation, the separate existence of the Merging Corporation shall cease as of the Effective Time. The Surviving Corporation, upon the merger and without any order or other action on the part of any court of otherwise, shall hold and enjoy all rights of property, franchises and interest, including appointments, designations and nominations, and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee and receiver, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by the Merging Corporation at the time of the merger. The Surviving Corporation shall be responsible and liable for all liabilities of every kind and description of the Merging Corporation, existing immediately prior to the Effective Time, to the extent provided by law.
Terms and Conditions of the Merger. The terms and conditions of the Merger, including, but not limited to, the mode of carrying the Merger into effect and the manner and basis of converting the outstanding common and preferred stock of the Bank into the common stock and preferred stock of the Holding Company, and the effect of the Merger on outstanding warrants and options of the Bank, shall be as follows:
Terms and Conditions of the Merger. The shares of the common stock of the Non-Surviving Corporation, issued and outstanding immediately prior to the effective date of the merger, shall be cancelled and extinguished, and shall be converted to eight million shares of the common stock of Parent, which shall be delivered upon satisfaction of each of the terms of the AGREEMENT AND PLAN OF MERGER entered into contemporaneously herewith.
Terms and Conditions of the Merger. (a) On the Effective Date and in accordance with the terms and conditions of the Merger Agreement:
