THE HOLDINGS MERGER Sample Clauses

THE HOLDINGS MERGER. Upon the terms and subject to the conditions set forth herein, and in accordance with the DGCL, at the Holdings Effective Time (as defined in Section 2.3 hereof), Laser Merger Sub shall be merged with and into Holdings. Following the Holdings Effective Time, Holdings shall continue as the surviving corporation (the "Surviving Corporation"), and the separate corporate existence of Laser Merger Sub shall cease. The Holdings Merger shall have the effects set forth in Section 259 of the DGCL.
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THE HOLDINGS MERGER. Section 2.1 The Holdings Merger.........................................7 Section 2.2 Closing.....................................................7 Section 2.3 Effective Time of the Holdings Merger.......................7 Section 2.4 Certificate of Incorporation................................7 Section 2.5 By-Laws.....................................................7 Section 2.6 Directors...................................................8 Section 2.7 Officers....................................................8 Section 2.8 Holdings Merger Election....................................8
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THE HOLDINGS MERGER. Section 3.1. The Holdings Merger 10 Section 3.2. Effective Time of the Holdings Merger 10 Section 3.3. Articles of Incorporation 10 Section 3.4. Bylaws 10 Section 3.5. Directors 10 Section 3.6. Officers 10 Section 3.7. Conversion of Securities 10 Section 3.8. Exchange of Certificates 11 Section 3.9. Directors of Holdings 11 Section 3.10. Officers of Holdings 11 ARTICLE III-A
Sample 1
THE HOLDINGS MERGER. Upon the terms and subject to the conditions of this Agreement, at the Holdings Merger Effective Time (as defined in Section 3.2) in accordance with the NCBCA, Holdings Sub shall merge with and into the Company and the separate existence of Holdings Sub shall thereupon cease. The Company shall be the surviving corporation in the Holdings Merger. References herein to the “Surviving Corporation” shall refer to the Company, as the surviving corporation of the Holdings Merger. The Holdings Merger shall have the effects set forth in Section 55-11-06 of the NCBCA.
Sample 1

Related to THE HOLDINGS MERGER

  • Merger of Merger Sub into the Company 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").

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Capital Stock of Merger Sub Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

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

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • 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”).

  • Effect of Merger on Capital Stock At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or their stockholders:

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

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