The Reorganization Merger Sample Clauses

The Reorganization Merger. Promptly following the consummation of the MAP/LOOP/LOCAP Contribution pursuant to Section 1.02(b), Ashland shall, pursuant to Article II and in accordance with the Kentucky Business Corporation Act (the “KBCA”) and the Kentucky Limited Liability Company Act (the “KLLCA”), be merged with and into New Ashland LLC (the “Reorganization Merger”) at the Reorganization Merger Effective Time (as defined in Section 2.02), which, if not the time of filing of the Reorganization Articles of Merger (as defined in Section 2.02) in accordance with Section 2.02, shall be a time mutually agreed upon by Ashland and Marathon.
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The Reorganization Merger. (a) At the Reorganization Effective Time, Team MergerSub shall be merged with and into Team in accordance with the terms and conditions of this Agreement and the TBCA (the “Reorganization Merger”), at which time the separate existence of Team MergerSub shall cease and Team shall continue its existence. In its capacity as the corporation surviving the Reorganization Merger, Team is sometimes referred to as the “Surviving Corporation.”
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The Reorganization Merger. Subject to the terms and conditions of this Agreement and of the Agreement of Merger attached hereto as Exhibit A (the "Reorganization Agreement of Merger"), at the Reorganization Effective Time (as defined below), the Company shall be merged with and into Company Sub and the separate corporate existence of the Company shall thereupon cease. Company Sub shall be the surviving corporation in the Reorganization Merger (sometimes hereinafter referred to as the "Reorganization Surviving Corporation") and shall continue to be governed by the laws of the State of Delaware, and the separate corporate existence of Company Sub with all its rights, privileges, immunities and franchises shall continue unaffected by the Reorganization Merger. The Reorganization Merger shall have the effects specified in the Delaware General Corporation Law (the "DGCL").
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The Reorganization Merger. (a) Prior to the Effective Time (as defined in Section 1.2), Insilco shall cause (i) ExistingSub to form a wholly-owned subsidiary ("ReorgSub") and (ii) ReorgSub to merge with and into Insilco in the manner set forth in this Section 1.1 (the "Reorganization Merger"), whereupon the separate existence of ReorgSub shall cease, and Insilco shall be the surviving corporation, possessing all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco and ReorgSub, all as provided under the General Corporation Law of the State of Delaware ("Delaware Law"). The parties hereto contemplate that the Reorganization Merger will precede the Merger (as defined in Section 1.2), but that each will occur on the same date.
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The Reorganization Merger. (a) The Company has caused Kroll Holdings Inc., a Delaware corporation and a wholly owned subsidiary of the Company, to declare and pay a dividend of New Kroll Holdings Common Stock to the Company, such that the Company owns directly all of the issued and outstanding shares of New Kroll Holdings Common Stock, and Kroll Finance Company LLC will remain a wholly owned subsidiary of New Kroll Holdings, and Reorganization Merger Sub will remain a wholly owned subsidiary of Kroll Finance Company LLC.
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The Reorganization Merger. SECTION 1.1 The Reorganization Merger; Filing and Effective Time of the Reorganization Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the California GCL, at the Effective Time of the Reorganization Merger (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Reorganization Merger, the separate corporate existence of Merger Sub shall cease and the Company shall be the surviving corporation in the Reorganization Merger. The parties hereto shall cause the Reorganization Merger to be consummated as soon as practicable after the Reorganization Closing (as defined in Section 1.2) by filing an agreement of merger with the Secretary of State of the State of California, in such form as required by and executed in accordance with the relevant provisions of the California GCL (the date and time of the filing of the agreement of merger with the Secretary of State of the State of California (or such later time as is agreed to by the parties hereto and set forth therein) being the "Effective Time of the Reorganization Merger").
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The Reorganization Merger. SECTION 1.1 The Reorganization Merger; Filing and Effective Time of ------------------------------------------------------- the Reorganization Merger. Upon the terms and subject to the conditions of this ------------------------- Agreement and in accordance with the California GCL, at the Effective Time of the Reorganization Merger (as defined below), Merger Sub shall be merged with and into the Company. As a result of the 3 Reorganization Merger, the separate corporate existence of Merger Sub shall cease and the Company shall be the surviving corporation in the Reorganization Merger. The parties hereto shall cause the Reorganization Merger to be consummated as soon as practicable after the Reorganization Closing (as defined in Section 1.2) by filing an agreement of merger with the Secretary of State of the State of California, in such form as required by and executed in accordance with the relevant provisions of the California GCL (the date and time of the filing of the agreement of merger with the Secretary of State of the State of California (or such later time as is agreed to by the parties hereto and set forth therein) being the "Effective Time of the Reorganization Merger"). --------------------------------------------
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Related to The Reorganization Merger

  • The Reorganization (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of the Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments) and to assume substantially all of the liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time.

  • Pre-Closing Reorganization Within 90 days following the date of this Agreement, Seller Parent shall deliver to Buyer Parent a draft Pre-Closing Reorganization Plan. Pursuant to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit C, the terms of this Agreement shall prevail, except to the extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Business, in accordance with the Pre-Closing Reorganization Plan, cooperating in good faith with respect to the transactions set forth in such steps plan; and (y) Seller Parent shall, and shall cause its Affiliates, as applicable, to, take such steps as are required to effect the Pre-Closing Reorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the Closing.

  • Adjustment for Reorganization, Consolidation, Merger In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

  • Section 368 Reorganization For U.S. federal income tax purposes, the Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Share Exchange as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing Date has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

  • Adjustment for Reorganization Consolidation Merger Etc In case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable on the exercise of this Warrant) after the Grant Date or in case after such date the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, the Holder of this Warrant upon the exercise thereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 8.1; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation.

  • Consolidation; Merger The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.

  • Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale (i) In case the Issuer at any time prior to the Expiration Date shall do any of the following (each, a “Triggering Event”): (A) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer, sell or otherwise dispose all or substantially all of its properties or assets to any other Person, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled, upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive, and shall accept, at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the shares of Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for in this Section 4.

  • Consolidation, Merger, etc In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Tax-Free Reorganization The Merger is intended to be a tax-free plan or reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.

  • Termination; Merger Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, Lessor shall, in the event of any such surrender, termination or cancellation, have the option to continue any one or all of any existing subtenancies. Lessor's failure within ten (10) days following any such event to make a written election to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest.

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