The Merger and Related Transactions Sample Clauses

The Merger and Related Transactions. 5 2.01 Merger...................................................................................................5 2.02 Time and Place of Closing................................................................................6 2.03
Sample 1See All (4)
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The Merger and Related Transactions. 7 Section 2.01 Merger.................................................................................. 7 Section 2.02 Time and Place of Closing............................................................... 7 Section 2.03 Effective Time.......................................................................... 8 Section 2.04 Reservation of Right to Revise Transaction; Further Actions............................. 8
Sample 1
The Merger and Related Transactions. 4 2.1 The Merger..................................................................................... 4 2.2 Effective Time of the Merger................................................................... 4 2.3 Certificate of Incorporation and Bylaws of Surviving Corporation; Board of Directors and Officers of Surviving Corporation.............................................................. 4 2.4 Effect of Merger on Capital Stock.............................................................. 5 2.5 Issuance and Exchange of Certificates.......................................................... 8 2.6 No Further Ownership Rights in Stock........................................................... 9 2.7
Sample 1
The Merger and Related Transactions. 1.1 CREATION OF NEW CCB BANK. As soon as practicable, WSB shall: (i) organize New CCB Bank ("New CCB") pursuant to Section 350 et seq. of the California Financial Code as a new California banking corporation, wholly-owned by WSB; and (ii) cause New CCB to file an application for deposit insurance with the Federal Deposit Insurance Corporation (the "FDIC"). The Articles of Incorporation and Bylaws of New CCB shall be identical to CCB's Articles of Incorporation and Bylaws except for the corporate name.
Sample 1
The Merger and Related Transactions. 2 1.1 The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.2 Effective Time of the Merger . . . . . . . . . . . . . . . . . 2 1.3 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.4 Effects of the Merger. . . . . . . . . . . . . . . . . . . . . 2 1.5
Sample 1
The Merger and Related Transactions. 1.1 CREATION OF NEW MVB BANK. As soon as practicable, WSB shall: (i) organize New MVB Bank ("New MVB") pursuant to Section 350 et seq. of the California Financial Code as a new California banking corporation, wholly-owned by WSB; (ii) cause New MVB to file an application for deposit insurance with the Federal Deposit Insurance Corporation (the "FDIC"); and (iii) cause New MVB to file an application with the Federal Reserve Bank of San Francisco (the "Reserve Bank" or "FRB") for membership in the Federal Reserve System and for stock in the Reserve Bank. The Articles of Incorporation and Bylaws of New MVB shall be identical to MVB's Articles of Incorporation and Bylaws except for the corporate name.
Sample 1
The Merger and Related Transactions. 1.1 THE SELECT FORCE/HMC MERGER. Upon the terms and subject to the conditions set forth in this Agreement, Select Force shall be merged with and into HMC. Following the Merger, the separate corporate existence of Select Force shall cease and HMC shall continue as the surviving party in the Merger (HMC is sometimes referred to as the "Surviving Corporation").
Sample 1
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The Merger and Related Transactions. 1.1 THE WINCO/WSC ASSET SPINOFF. Immediately prior to the Merger, and upon the terms and subject to the conditions set forth in this Agreement, all of the assets, liabilities and obligations of Winco shall be transferred to and assumed by WSC in accordance with Section 10.5 hereof (the "Spin Off").
Sample 1
The Merger and Related Transactions 
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Related to The Merger and Related Transactions

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • CONSOLIDATION, MERGER AND SALE SECTION 10.01. Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • 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”).

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, members, partners, stockholders, customers or suppliers of any Partnership Entity, on the other hand, that is required to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (or any documents incorporated by reference therein) that is not so described.

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