The Merger Closing. Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.
The Merger Closing. (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").
The Merger Closing. Section 2.1. The Merger 17 Section 2.2. Effects of the Merger 17 Section 2.3. Closing; Effective Time 17 Section 2.4. Closing Deliverables 18 Section 2.5. Governing Documents 19 Section 2.6. Directors and Officers 19 Section 2.7. Tax Free Reorganization Matters 20 Section 2.8. Allocation Schedule 20 ARTICLE III EFFECTS OF THE MERGER ON THE COMPANY CAPITAL STOCK AND EQUITY AWARDS Section 3.1. Conversion of Securities 21 Section 3.2. Exchange Procedures 21 Section 3.3. Treatment of Company Options and Restricted Stock Awards 23 Section 3.4. Assumed Warrants 23 Section 3.5. Withholding 23 Section 3.6. Dissenting Shares 24 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.1. Company Organization 24 Section 4.2. Subsidiaries 24 Section 4.3. Due Authorization 25 Section 4.4. No Conflict 25 Section 4.5. Governmental Authorities; Consents 26 Section 4.6. Capitalization of the Company 26 Section 4.7. Capitalization of Subsidiaries 27 Section 4.8. Financial Statements 28 Section 4.9. Undisclosed Liabilities 29 Section 4.10. Litigation and Proceedings 29 Section 4.11. Legal Compliance 29 Section 4.12. Contracts; No Defaults 29 Section 4.13. Company Benefit Plans 32 Section 4.14. Labor Relations; Employees 34 Section 4.15. Taxes 35 TABLE OF CONTENTS (continued) Page Section 4.16. Brokers’ Fees 36 Section 4.17. Insurance 36 Section 4.18. Licenses 37 Section 4.19. Equipment and Other Tangible Property 37 Section 4.20. Real Property 37 Section 4.21. Intellectual Property 38 Section 4.22. Privacy and Cybersecurity 40 Section 4.23. Environmental Matters 41 Section 4.24. Absence of Changes 41 Section 4.25. Anti-Corruption Compliance 42 Section 4.26. Sanctions and International Trade Compliance 42 Section 4.27. Information Supplied 42 Section 4.28. Vendors 43 Section 4.29. Customers 43 Section 4.30. Government Contracts 43 Section 4.31. No Additional Representation or Warranties 43 ARTICLE V REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Section 5.1. Company Organization 43 Section 5.2. No Substantial Government Ownership Interest 44 Section 5.3. Due Authorization 44 Section 5.4. No Conflict 45 Section 5.5. Litigation and Proceedings 45 Section 5.6. SEC Filings 45 Section 5.7. Internal Controls; Listing; Financial Statements 45 Section 5.8. Governmental Authorities; Consents 46 Section 5.9. Trust Account 47 Section 5.10. Investment Company Act; JOBS Act 47 Section 5.11. Absence of Changes 47 Section 5.12. No Undisclosed Liabilities 47 Section 5.13...
The Merger Closing. At the closing of the Merger in accordance with the Merger Agreement, GDI shall deliver to each Purchaser (a) certificates representing shares of GDI Series A Preferred to be issued to the Purchasers pursuant to the Merger Agreement, which shall be in an amount calculated in accordance with Section 5 of the Merger Agreement and Section 1.2(b) hereof and (b) First Closing GDI Warrants to purchase First Closing GDI Warrant Shares in an amount calculated in accordance with Section 8 of the Merger Agreement and Section 1.2(b) hereof, in each case, registered in the name of each such Purchaser.
The Merger Closing. (a) Subject to the terms and conditions of this Agreement, in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time (as defined in Section 1.2 hereof), the Company shall merge with and into iPCS. iPCS shall be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") in the Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of the Company shall terminate.
The Merger Closing. Section 2.1. The Merger 20 Section 2.2. Effects of the Merger 20 Section 2.3. Closing; Effective Time 20 Section 2.4. Closing Deliverables 21 Section 2.5. Governing Documents 22 Section 2.6. Directors and Officers 22 Section 2.7. Tax Free Reorganization Matters 23 ARTICLE III EFFECTS OF THE MERGER ON THE COMPANY CAPITAL STOCK AND EQUITY AWARDS Section 3.1. Conversion of Securities 23 Section 3.2. Exchange Procedures 23 Section 3.3. Treatment of Company Options; Restricted Stock Awards 25 Section 3.4. Allocation Schedule 25 Section 3.5. Withholding 26 Section 3.6. Dissenting Shares 26 ARTICLE IV
The Merger Closing. 6 2.1 The Merger...................................................... 6 2.2 Effect of the Merger............................................ 6 2.3 Consummation of the Merger...................................... 6
The Merger Closing. In connection with the terms and conditions of this Agreement, Acquiror, Merger Sub, Shareholders and the Company agree as follows:
The Merger Closing. 1 1.1. The Merger..........................................................1 1.2.
The Merger Closing. (a) As soon as practicable, and in any event not more than five Business Days, after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, the Company and Parent shall file articles of merger with the State Corporation Commission of Virginia and the Maryland State Department of Assessments and Taxation (the "MSDAT") and make all other filings or recordings required by Virginia Law or Maryland Law in connection with the Merger. The Merger shall become effective (the "EFFECTIVE TIME") at the later of the time the Certificate of Merger is issued by the Virginia State Corporation Commission and the time a Certificate of Merger is issued by the MSDAT (or at such later time as may be specified in the Certificates of Merger) in accordance with the VSCA and Maryland Law. Upon and following the Merger, the separate existence of the Company shall cease, and Parent shall be the Surviving Corporation (the "SURVIVING CORPORATION") in the Merger and shall continue its corporate existence under the laws of the State of Maryland. The name of the Surviving Corporation shall continue to be "Mercantile Bankshares Corporation".
