Principal Terms of the Merger. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, as soon as practicable following the consummation of the Offer (and on the same day as the consummation of the Offer) and subject to the absence of any governmental order, applicable law or other legal restraint or prohibition on the consummation of the Merger, Purchaser will be merged with and into the Company, with the Company continuing as the Surviving Corporation and as an indirect, wholly-owned subsidiary of Parent. The Merger will be governed by Section 251(h) of the DGCL. The certificate of incorporation of the Company, as the Surviving Corporation, will be amended and restated in its entirety at the effective time of the Merger to be in the form of the certificate of incorporation of Purchaser immediately prior to the effective time of the Merger, except that (i) all references to the name, date of incorporation, registered office and registered agent of Purchaser therein may be changed to refer to the name, date of incorporation, registered office and registered agent, respectively, of the Company, (ii) any references naming the incorporator(s), original board of directors or original subscribers for shares of Purchaser may be omitted, and (iii) any changes that will be necessary to comply with Parents’ obligations under the Merger Agreement regarding indemnification and exculpation of directors and officers may be made. The bylaws of the Company, as the Surviving Corporation, will be amended and restated at the effective time of the Merger to be in the form of the bylaws of Purchaser as in effect immediately prior to the effective time of the Merger. In addition, the certificate of incorporation and the bylaws of the Surviving Corporation may be further amended to reflect certain indemnification obligations contemplated by the Merger Agreement. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction or waiver of each of the following conditions: • Purchaser having consummated the Offer; and • no governmental authority having jurisdiction over any party to the Merger Agreement having issued any order, nor any applicable law or other legal restraint, injunction or prohibition being in effect that makes consummation of the Merger illegal or otherwise prohibited. The Offer Conditions are described in Section 15 – “Conditions of the Offer.” Conversion of Capital Stock at the Effective ...
Principal Terms of the Merger. The Merger Agreement provides that the Merger and the transactions contemplated thereby, including the Offer and the Merger, are to be governed by Section 251(h) of the DGCL and that the Merger will be effected without a vote of Cerner’s stockholders. The Merger Agreement provides that the Merger will close as soon as practicable (and, in any event, within two Business Days) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer). The Merger Agreement provides that, as soon as practicable after the closing of the Merger, Cerner will file with the Delaware Secretary of State a certificate of merger (the “Certificate of Merger”). The Merger Agreement provides that the Merger will become effective on such date and at such time (the “Effective Time”) as the Certificate of Xxxxxx has been duly filed with the Delaware Secretary of State (or at such later time as may be agreed by the parties that is specified in the Certificate of Merger). The Merger Agreement provides that, at the Effective Time, the separate corporate existence of Purchaser will cease, and Cerner will continue as the surviving corporation (the “Surviving Corporation”).
Principal Terms of the Merger. The Merger Agreement provides that, following completion of the Offer and subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Purchaser will be merged with and into the Company, and the separate corporate existence of Purchaser will cease, and the Company will continue as the Surviving Corporation in the Merger. The Merger will be governed by Section 251(h) of the DGCL and, assuming the conditions to the Merger have been satisfied or waived, will be effected at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer (unless otherwise agreed by the Company, Parent and Purchaser) without a vote on the adoption of the Merger Agreement by Company stockholders. The certificate of incorporation of the Surviving Corporation at the Effective Time will be in the form attached to the Merger Agreement as Exhibit B. The bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Purchaser as in effect immediately prior to the Effective Time. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction of the following conditions: • there must not have been issued by any court of competent jurisdiction and remain in effect any judgment, temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any legal requirement or order promulgated, entered, Table of Contents enforced, enacted, issued or deemed applicable to the Merger, by any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction or any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court, arbitrator or other tribunal (collectively, “Governmental Body”), which directly or indirectly prohibits, or makes illegal, the consummation of the Merger; and • Purchaser (or Parent on Purchaser’s behalf) must have accepted for payment all Shares validly tendered pursuant to the Offer and not validly withdrawn. The Offer Conditions are described in Section 15 — “Conditions of the Offer.”
Principal Terms of the Merger. Section 1.1. Merger of Mercury New York into Mercury Delaware. At the Effective Time of the Merger (as defined in Section 1.2 hereof), Mercury New York shall merge with and into Mercury Delaware in accordance with the New York Business Corporation Law (the "NYBCL") and the General Corporation Law of the State of Delaware (the "DGCL"). The separate existence of Mercury New York shall thereupon cease and Mercury Delaware shall be the surviving corporation (hereinafter sometimes referred to as the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of Delaware.
Principal Terms of the Merger. Section 1.1. Merger of Westech New York into Westech Delaware. At the Effective Time of the Merger (as defined in Section 1.2 hereof), Westech New York shall merge with and into Westech Delaware in accordance with the New York Business Corporation Law (the "NYBCL") and the General Corporation Law of the State of Delaware (the "DGCL"). The separate existence of Westech New York shall thereupon cease and Westech Delaware shall be the surviving corporation (hereinafter sometimes referred to as the "SURVIVING CORPORATION") and shall continue its corporate existence under the laws of the State of Delaware.
Principal Terms of the Merger. Every term or expression, unless expressly defined below in this appendix, shall have the meaning given it in the merger agreement. The below summary in the Hebrew language is a summary of the principal terms of the agreement and is presented for the sake of convenience only. The English language merger agreement is the sole binding version of the merger agreement with respect to the parties thereto as well as with respect to third parties. In any event of nonconformity between the English language merger agreement and the summary below, the English language merger agreement will be binding, and the below summary will have no impact on the interpretation of the merger agreement, or any provision included therein. The merger between PowerFleet Israel Acquisition Company Ltd. (the “Target Company”) and Pointer Telocation Ltd. (the “Surviving Company”) is a reverse triangular merger, wherein, immediately following the merger, the Surviving Company will become a wholly owned subsidiary of the PowerFleet Israel Holding Company Ltd. (Priv. Co. No. 515984003) (the “Israeli Holding Company”)(the “Merger”), which is a wholly owned subsidiary of PowerFleet, Inc., a company incorporated in the State of Delaware and which will be listed for trade on the Nasdaq upon completion of the Merger (the “Parent Company”). On the Merger completion date, (1) all issued shares in the Surviving Company shall transfer to the Israeli Holding Company, (2) all vested securities that are convertible for shares in the Surviving Company shall be cancelled in exchange for the merger consideration and those that are unvested shall be substituted for securities convertible for Parent Company Shares, and (3) the Merger will be carried out as set forth in Section 323 of the Companies Law-1999, meaning, the Target Company will be merged into the Surviving Company and will cease to exist, and the Surviving Company shall become a wholly owned subsidiary of the Israeli Holding Company. In exchange, the Surviving Company Shareholders will receive for each share (or option or RSU) in the Surviving Company: (A) cash in the amount of US $8.50; and (B) 1.272 Parent Company Shares. The Surviving Company made representations and gave commitments regarding, inter alia, its business, its contracts, its assets and financial status, its equity, its financial statements, intellectual property, fulfillment of statutory requirements, litigation, authority and lack of conflict regarding the merger agreement and...
Principal Terms of the Merger
