Effect of Merger on Sample Clauses

Effect of Merger on the Capital Stock of the Constituent Corporations. ---------------------------------------------------------------------
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Effect of Merger on. Allied Members. is amended and restated in its entirety as follows: "Section 2.6
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Effect of Merger on the Capital Stock of Target Corporation.
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Effect of Merger on. Xxxxx Articles of Incorporation and Bylaws and New Archstone Declaration of Trust and Bylaws. The Amended and Restated Articles of Incorporation, as amended, of Xxxxx, as in effect immediately prior to the Effective Time of the Merger (the "Xxxxx Articles of Incorporation"), and the Amended and Restated Bylaws, as amended, of Xxxxx, as in effect immediately prior to the Effective Time of the Merger (the "Xxxxx Bylaws"), shall terminate at the Effective Time of the Merger. The Amended and Restated Declaration of Trust of New Archstone in the form attached hereto as Exhibit D (the "New Archstone Declaration of Trust") and the Amended and Restated Bylaws of New Archstone in the form attached hereto as Exhibit E (the "New Archstone Bylaws"), shall be in effect as of the Effective Time of the Merger and shall continue in full force and effect after the Merger until further amended in accordance with applicable Maryland law and the terms thereof.
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Related to Effect of Merger on

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • Effect of Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable:

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

  • Effect of Merger or Consolidation (a) At the effective time of the certificate of merger:

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Authorization of Merger All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.

  • Binding Effect of Merger Agreement Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

  • Tax Treatment of Merger The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes) the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a plan of reorganization for purposes of Section 354 and 361 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Merger described in this Section 2.5, and no Party shall take a position inconsistent with such treatment.

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