The Mergers Closing Sample Clauses
The "THE MERGERS; CLOSING" clause defines the procedures and requirements for finalizing a merger transaction between parties. It typically outlines the steps that must be completed before the merger can be officially closed, such as obtaining regulatory approvals, satisfying closing conditions, and exchanging necessary documents. This clause ensures that both parties understand the sequence of events leading to the legal combination of entities, thereby providing a clear roadmap for completing the merger and minimizing the risk of misunderstandings or delays.
The Mergers Closing. (a) The closing of the Mergers (the “Closing”) shall take place as soon as possible, but in any event no later than three (3) Business Days, after the date the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the Party or Parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Acies and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”
(b) At the Closing and immediately following the Domestication, the First Merger shall be consummated in accordance with this Agreement and the DGCL and evidenced by a certificate of merger between First Merger Sub and the Company (the “Certificate of Merger”), with the First Merger to be consummated immediately upon filing of the Certificate of Merger or at such later time as may be agreed by Acies and the Company in writing and specified in the Certificate of Merger (the “Effective Time”). At the Effective Time, First Merger Sub shall be merged with and into the Company. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease and the Company shall continue as the Surviving Corporation (and references herein to the Company for periods after the Effective Time until the Second Effective Time shall include the Surviving Corporation).
(c) Immediately following the Effective Time, the Second Merger shall be consummated in accordance with this Agreement, the DGCL and the DLLCA and evidenced by a certificate of merger between Second Merger Sub and the Surviving Corporation (the “Second Certificate of Merger”), with the Second Merger to be consummated immediately upon filing of the Second Certificate of Merger or at such later time as may be agreed by Acies and the Company in writing and specified in the Second Certificate of Merger (the “Second Effective Time”). At the Second Effective Time, the Surviving Corporation shall be merged with and into the Second Merger Sub. As a result of the Second Merger, the separate corporate existence of the Surviving Corporation shall cease and the Second Merger Sub shall continue as the surviving entity of the Second Merger (and references herein to the Company or the Surviving C...
The Mergers Closing. Section 2.1 The Mergers 22 Section 2.2 Effects of the Mergers 24
Section 2.3 Closing; First Effective Time; Second Effective Time 24
Section 2.4 Closing Deliverables 25
Section 2.5 Governing Documents of the Surviving Corporations 27
Section 2.6 Directors and Officers of the First-Step Surviving Corporation and the Surviving Corporation 27 Section 2.7 Tax Free Reorganization Matters 27
The Mergers Closing. 2 2.1. The Mergers. 2 2.2. Directors and Officers. 3 2.3. Certificate of Incorporation and Bylaws. 3
The Mergers Closing. Domestication; The Mergers 27 Section 2.2. Effects of the Mergers 29 Section 2.3. Closing; Effective Time 30 Section 2.4. Closing Deliverables 31 Section 2.5. Governing Documents 32 Section 2.6. Directors and Officers 33 Section 2.7. Intended Tax Treatment 33 Section 3.1. Conversion of Securities 34 Section 3.2. Exchange Procedures 35 Section 3.3. Treatment of Company Options, Profits Interests and Restricted Interests 36 Section 3.4. Earnout 38 Section 3.5. Withholding 42 Section 4.1. Company Organization 42 Section 4.2. Subsidiaries 43 Section 4.3. Due Authorization 43 Section 4.4. No Conflict 44 Section 4.5. Governmental Authorities; Consents 44 Section 4.6. Capitalization of the Company 45 Section 4.7. Capitalization of Subsidiaries 46 Section 4.8. Financial Statements 46 Section 4.9. Undisclosed Liabilities 47 Section 4.10. Litigation and Proceedings 47 Section 4.11. Legal Compliance 48 Section 4.12. Contracts; No Defaults 48 Section 4.13. Company Benefit Plans 51 Section 4.14. Labor Relations; Employees 52 Section 4.15. Taxes 54 Section 4.16. Brokers’ Fees 56 Section 4.17. Insurance 56 Section 4.18. Licenses 57 Section 4.19. Equipment and Other Tangible Property 57 Section 4.20. Real Property 57 Section 4.21. Intellectual Property 58 Section 4.22. Privacy and Cybersecurity 60 Section 4.23. Environmental Matters 61 Section 4.24. Absence of Changes 61 Section 4.25. Anti-Corruption Compliance 62 Section 4.26. Sanctions and International Trade Compliance 62 Section 4.27. Information Supplied 62 Section 4.28. Vendors 63 Section 4.29. Government Contracts 63 Section 4.30. Sufficiency of Assets 64 Section 4.31. Compliance with Aviation Laws 65 Section 4.32. No Additional Representation or Warranties 66 Section 5.1. Blocker Organization 66 Section 5.2. Due Authorization 67 Section 5.3. No Conflict 67 Section 5.4. Governmental Authorities; Consent 68 Section 5.5. Capitalization 68 Section 5.6. No Operations 68 Section 5.7. Litigation and Proceedings 69 Section 5.8. Legal Compliance 69 Section 5.9. Brokers’ Fees 69 Section 5.10. Foreign Status 69 Section 5.11. Taxes 69 Section 5.12. No Additional Representation or Warranties 71 Section 6.1. Company Organization 72 Section 6.2. Due Authorization 72 Section 6.3. No Conflict 74 Section 6.4. Litigation and Proceedings 74 Section 6.5. SEC Filings 74 Section 6.6. Internal Controls; Listing; Financial Statements 75 Section 6.7. Governmental Authorities; Consents 76 Section 6.8. Trust Account 76 Section 6.9. Investmen...
The Mergers Closing. 2 2.1. The Mergers.....................................................2 2.2.
The Mergers Closing