THE AGREEMENT AND PLAN OF MERGER Sample Clauses

THE AGREEMENT AND PLAN OF MERGER. Grantee and Issuer have entered into an Agreement and Plan of Merger, dated as of March 15, 2000 ("Merger Agreement"), providing for, among other things, the merger of a wholly owned subsidiary of Grantee with and into Issuer, with Issuer being the surviving corporation and becoming a wholly owned subsidiary of Grantee.
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THE AGREEMENT AND PLAN OF MERGER. Grantee and Issuer have entered into an Agreement and Plan of Merger, dated as of July 18, 2001 ("Merger Agreement"), providing for, among other things, the merger of Issuer with and into Grantee's wholly owned savings bank subsidiary, American Savings Bank ("ASB"), with ASB being the surviving institution.
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THE AGREEMENT AND PLAN OF MERGER. (the “Agreement”) contains representations, warranties and covenants that were made only for purposes of the Agreement and as of specific dates; were solely for the benefit of the parties to the Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. LoJack’s shareholders and other investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of CalAmp, LoJack, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures by CalAmp and LoJack. TABLE OF CONTENTS Page Article I THE OFFER AND THE MERGER 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Directors 5 Section 1.4 Top-Up Option 6 Section 1.5 The Merger and the Closing 7 Section 1.6 Articles of Organization and Bylaws; Directors and Officers 8 Section 1.7 Approval of Merger 8 Section 1.8 Merger Without Meeting of Shareholders 9
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Related to THE AGREEMENT AND PLAN OF MERGER

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

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

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Transactions and Terms of Merger 2 1.1 Merger....................................................................2 1.2 Time and Place of Closing.................................................2 1.3

  • Amendment and Restatement of Prior Agreement Upon the effectiveness of this Agreement, the Prior Agreement shall be amended and restated in its entirety and be of no further force and effect, and shall be superseded and replaced in its entirety by this Agreement.

  • Entire Agreement; Amendment and Waiver This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securities.

  • Contents of Agreement; Amendment and Assignment (a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer and by Executive.

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