The Merger 1. Section 1.1. The Merger 1 Section 1.2. Effective Time 1 Section 1.3. Closing of the Merger 2 Section 1.4. Effects of the Merger 2 Section 1.5. Articles of Incorporation; Bylaws 2
The Merger 1. Section 1.1 The Merger 1
The Merger 1. 02. THE CLOSING 1.03. CONVERSION OF STOCK; AT THE EFFECTIVE TIME 1.04. EFFECT OF CONVERSION 1.05. MERGER CONSIDERATION 1.06. CLOSING BALANCE SHEET; TRUE-UP PAYMENT ARTICLE II REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
The Merger 1. Section 1.1 The Merger 1 Section 1.2 Effective Time 1 Section 1.3 Effect of the Merger 1 Section 1.4 Certificate of Incorporation; By-laws 2 Section 1.5 Directors and Officers 2 Article 2. Conversion of Securities; Exchange of Certificates 2 Section 2.1 Conversion of Securities 2 Section 2.2 Exchange of Certificates 3 Section 2.3 Dissenters’ Rights 6 Section 2.4 Stock Transfer Books 6 Section 2.5 Stock Options 6 Section 2.6 Adjustment to Merger Consideration 7 Section 2.7 Milestone Payment 10 Section 2.8 Milestone Payment Mechanism 11 Article 3. Representations and Warranties of the Company 13 Section 3.1 Organization and Qualification 13 Section 3.2 Certificate of Incorporation and By-laws; Corporate Books, Records, Statutory Books and Powers of Attorney 14 Section 3.3 Capitalization 15 Section 3.4 Authority 17 Section 3.5 No Conflict; Required Filings and Consents 19 Section 3.6 Permits; Compliance With Law; Statutory Demand 19 Section 3.7 Financial Statements 20 Section 3.8 Liabilities; Insolvency; Accounts Receivable 21 Section 3.9 Absence of Certain Changes or Events 23 Section 3.10 Employee Benefit Plans 23 Section 3.11 Labor and Other Employment Matters 28 Section 3.12 Contracts; Debt Instruments 30 Section 3.13 Litigation 33 Section 3.14 Environmental Matters 33 Section 3.15 Intellectual Property 34 Section 3.16 Taxes 40 Section 3.17 Insurance 45 Section 3.18 Title to Assets 45 Section 3.19 Real Property; Equipment 46 Section 3.20 Products; Services 48 Section 3.21 Customers; Sales Orders; Suppliers 48 Section 3.22 Bank Accounts 49 Section 3.23 Related Party Transactions 49 Section 3.24 Vote Required 49 Section 3.25 Brokers 50 Section 3.26 Quasi-California Corporate Status 50 Section 3.27 Full Disclosure 50 Article 4. Representations and Warranties of Parent and Merger Sub 50 Section 4.1 Organization and Qualification; Subsidiaries 50 Section 4.2 Authority 51 Section 4.3 No Conflict; Required Filings and Consents 51 Section 4.4 Litigation 52 Section 4.5 Ownership of Merger Sub; No Prior Activities 52 Section 4.6 Brokers 52 Section 4.7 Adequate Resources 52 Article 5. Covenants 53 Section 5.1 Conduct of Business by the Company Pending the Closing 53 Section 5.2 Cooperation 56 Section 5.3 Written Consent in Lieu of Stockholders’ Meeting 56 Section 5.4 Access to Information; Confidentiality 57 Section 5.5 No Solicitation of Transactions 57 Section 5.6 Appropriate Action; Consents; Filings 58 Section 5.7 Certain Notices 60 Section 5.8 Public Announceme...
The Merger 1. 1 The Merger 2 1.2
The Merger 1. 01 The Merger 1.02 Closing 1.03 Effective Time 1.04 Additional Actions 1.05 Articles of Incorporation and By-Laws 1.06 Board of Directors and Officers 1.07 Conversion of Securities 1.08
The Merger 1. 1 The Merger (a) At the Effective Time (as defined in Section 1.1(b)), Chatwins shall be merged with and into Reunion (the "Merger"), in accordance with the General Corporation Law of the State of Delaware (the "Delaware GCL"), whereupon the separate existence of Chatwins shall cease and Reunion shall be the surviving corporation. (b) As soon as practicable after satisfaction or waiver of all conditions to the Merger, Chatwins and Reunion will file a certificate of merger (which shall be in form and substance reasonably satisfactory to the parties hereto) with the Secretary of State of the State of Delaware (the "Secretary of State") in accordance with Section 251(c) of the Delaware GCL and make all other filings or recordings required by the Delaware GCL in connection with the Merger. The Merger shall become effective on such date as the certificate of merger is duly filed with the Secretary of State or at such later date as is specified in the certificate of merger (the "Effective Time"). (c) From and after the Effective Time, Reunion shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities, liabilities and duties of Chatwins as provided in the Delaware GCL. 1
The Merger 1. 1.1 The Merger 1 1.2 Effective Time 2 1.3 Closing 2 1.4 Articles of Incorporation and Bylaws of the Surviving Corporation 2 1.5 Tax Consequences 2 1.6 Effects of the Merger 2 1.7 Parent Common Stock 2 1.8 Conversion of Company Common Stock 3 1.9 Treatment of Company Equity Awards 4 1.10 Bank Merger 5 ARTICLE II DELIVERY OF MERGER CONSIDERATION 5 2.1 Deposit of Merger Consideration 5 2.2 Delivery of Merger Consideration 5
The Merger 1. 1. The Merger 1.2. The Closing 1.3. Effective Time 1.4. Revision of Form of Transaction
The Merger 1. 1.1 The Merger. 1 1.2 Closing. 1 1.3 Effective Time. 2
