THE HOLDINGS MERGER Sample Clauses

THE HOLDINGS MERGER. Upon the terms and subject to the conditions set forth herein, and in accordance with the DGCL, at the Holdings Effective Time (as defined in Section 2.3 hereof), Laser Merger Sub shall be merged with and into Holdings. Following the Holdings Effective Time, Holdings shall continue as the surviving corporation (the "Surviving Corporation"), and the separate corporate existence of Laser Merger Sub shall cease. The Holdings Merger shall have the effects set forth in Section 259 of the DGCL.
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THE HOLDINGS MERGER. Section 2.1 The Holdings Merger.........................................7 Section 2.2 Closing.....................................................7 Section 2.3 Effective Time of the Holdings Merger.......................7 Section 2.4 Certificate of Incorporation................................7 Section 2.5 By-Laws.....................................................7 Section 2.6 Directors...................................................8 Section 2.7 Officers....................................................8 Section 2.8 Holdings Merger Election....................................8
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THE HOLDINGS MERGER. Section 3.1. The Holdings Merger 10 Section 3.2. Effective Time of the Holdings Merger 10 Section 3.3. Articles of Incorporation 10 Section 3.4. Bylaws 10 Section 3.5. Directors 10 Section 3.6. Officers 10 Section 3.7. Conversion of Securities 10 Section 3.8. Exchange of Certificates 11 Section 3.9. Directors of Holdings 11 Section 3.10. Officers of Holdings 11 ARTICLE III-A
Sample 1
THE HOLDINGS MERGER. Upon the terms and subject to the conditions of this Agreement, at the Holdings Merger Effective Time (as defined in Section 3.2) in accordance with the NCBCA, Holdings Sub shall merge with and into the Company and the separate existence of Holdings Sub shall thereupon cease. The Company shall be the surviving corporation in the Holdings Merger. References herein to the “Surviving Corporation” shall refer to the Company, as the surviving corporation of the Holdings Merger. The Holdings Merger shall have the effects set forth in Section 55-11-06 of the NCBCA.
Sample 1

Related to THE HOLDINGS MERGER

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Common Stock of Merger Sub Each share of common stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

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