Definition of EFTC Merger


EFTC Merger means a series of transactions in which, in accordance with clause (b) of the definition of "Permitted Acquisition", (a) on the terms set forth in the EFTC Merger Agreement, (i) EFTC shall be merged with and into a newly-formed Delaware corporation ("EFTC Delaware") with EFTC Delaware as the surviving corporation and (x) the holders of the Stock of EFTC (including any holder of preferred stock) will receive Stock of EFTC Delaware and (y) there shall be no holder of the Stock of EFTC Delaware other than previous holders of Stock in EFTC, (ii) a newly-formed direct Wholly-Owned Subsidiary of EFTC Holdings is merged with and into K*TEC with K*TEC as the surviving corporation and another newly-formed direct Wholly-Owned Subsidiary of EFTC Holdings is merged with and into EFTC Delaware with EFTC Delaware as the surviving corporation and, after giving effect to such mergers, (x) K*TEC and EFTC Delaware shall be Wholly-Owned Subsidiaries of EFTC Holdings and (y) the holders of the Stock of K*TEC and EFTC Delaware (including any holder of preferred stock) immediately prior to the mergers will receive, as the sole consideration therefor, Stock issued by EFTC Holdings and (b) immediately after the consummation of such mergers, all outstanding Stock of K*TEC and EFTC Delaware (as the surviving corporations in the mergers) shall have been transferred by EFTC Holdings to EFTC Parent, so that, after giving effect to all the foregoing transactions, (x) EFTC Parent is a direct Wholly-Owned Subsidiary of EFTC Holdings and (y) each of K*TEC and EFTC Delaware (as the surviving corporations in the mergers) is a direct Wholly-Owned Subsidiary of EFTC Parent. The "consummation of the EFTC Merger" shall refer to the consummation of all such transactions.
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Examples of EFTC Merger in a sentence

EFTC shall call a meeting of its shareholders to be held as promptly as practicable for the purpose of voting upon this Agreement and the EFTC Merger.
EFTC, TBF II and Parent shall cause all tax returns relating to the Mergers to be filed on the basis of treating the EFTC Merger as "reorganization" under Section 368(a) of the Code or tax-free contributions under Section 351 of the Code and the K*TEC Merger, taken together with the EFTC Merger, as a transfer of property described in Section 351 of the Code.
Neither TBF II nor EFTC, nor any of their respective Subsidiaries or other Affiliates shall take any action, or fail to take any action, that would jeopardize the treatment of the K*TEC Merger taken together with the EFTC Merger as a transfer of property described in Section 351 of the Code to Parent by holders of TBF II Units or EFTC Common Stock.
Neither EFTC nor TBF II nor any of their respective Subsidiaries or other Affiliates shall take any action, or fail to take any action, that would jeopardize the treatment of the EFTC Merger as a reorganization described in Section 368(a) of the Code and/or taken together with the K*TEC Merger as a transfer of property described in Section 351 of the Code to Parent by holders of EFTC Common Stock and TBF II Units.
At the Effective Time, the total number of persons serving on the Board of Directors of Parent shall be nine (unless otherwise agreed in writing by EFTC and TBF II prior to the Effective Time), all of whom shall consist of the members of the Board of Directors of EFTC immediately prior to the EFTC Merger.