KGCL definition
Examples of KGCL in a sentence
Upon the terms and subject to the conditions set forth herein and the applicable provisions of the DGCL and the KGCL, and on the basis of the representations, warranties, covenants and agreements contained herein, as of the Effective Time, the Company shall be merged with and into Oakmont (the “Merger”), the separate corporate existence of the Company shall cease and Oakmont shall continue as the surviving corporation.
Upon the terms and subject to the conditions set forth herein and the applicable provisions of the KGCL, and on the basis of the representations, warranties, covenants and agreements contained herein, as of the Effective Time, the Company shall be merged with and into New Oakmont (the “Merger”), the separate corporate existence of the Company shall cease and New Oakmont shall continue as the surviving corporation.
At the Effective Time, the effect of the Merger shall be as provided herein and the applicable provisions of the KGCL.
Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the KGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the KGCL.
On and subject to the terms and conditions of this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") and the Kansas General Corporation Law (the "KGCL"), as applicable, Valu-Line shall merge with and into Birch (the "Merger") at the Effective Time (as defined below).
The parties hereby agree that this Agreement, and the respective rights, duties and obligations of the parties hereunder, shall be governed by and construed in accordance with the applicable General Corporation Law of the State of Delaware or KGCL as to matters within the scope thereof and, as to all other matters, shall be governed by and construed with the laws of the State of Washington, without giving effect to principles of conflicts of law thereunder.
At the Effective Time, the effect of the Merger shall be as provided herein and the applicable provisions of the KGCL and the MGCL.
Upon the terms and subject to the conditions set forth herein and the applicable provisions of the MGCL and the KGCL, and on the basis of the representations, warranties, covenants and agreements contained herein, on the Closing Date, Parent shall contribute the Company Stock to Capital.
The execution, delivery and performance by Birch of this Agreement and the consummation of the Merger require no action by or in respect of, or filing with, any governmental body, agency or official other than (a) any required filings under the DGCL and the KGCL, and (b) filing notice of the pending Merger with (but not requiring the approval of) the KCC and MPSC.
Until surrendered as contemplated by this Article II, each Company Share Certificate shall, subject to appraisal rights under the KGCL and Section 2.06, be deemed at any time after the Effective Time to represent only the right to receive upon surrender the applicable shares of Parent Common Stock with respect to the shares of Company Common Stock formerly represented thereby to which such holder is entitled pursuant to Section 2.01 and cash in lieu of any fractional shares pursuant to Section 2.02(e).