The Merger and the Closing Sample Clauses

The Merger and the Closing. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (i) Purchaser shall be merged with and into the Company in accordance with the provisions of the MBCA, and the separate existence of Purchaser shall cease and (ii) the Company shall be the surviving corporation in the Merger (the “Surviving Company”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA.
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The Merger and the Closing. 2 Section 1.1 The Merger 2 Section 1.2 Merger Closing 2 Section 1.3 Further Action 2
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The Merger and the Closing. 12 2.1 The Merger 12 2.2 Effective Time 12 2.3 Effects of the Merger 12 2.4 The Closing 12
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The Merger and the Closing. 12 2.1 The Merger 12 2.2 Effective Time 12 2.3 Effects of the Merger 12 2.4 The Closing 12 ARTICLE III MERGER CONSIDERATION 14 3.1 Conversion of Stock 14 3.2 Procedures; Limits onAllocation of Consideration 15 3.3 Working Capital Adjustment 16 3.4 Release of Escrowed Cash and Escrowed Shares 17 3.5 Post-Closing Audit 19 3.6 Accounts Receivable 20 3.7 Lost, Stolen or Destroyed Certificates 21 3.8 Closing of Company Transfer Books 21 3.9 Dissenting Shares 21 3.10 Allocation of Consideration 22 3.11 Joinders 22 3.12 Fractional Shares 22
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The Merger and the Closing 
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Related to The Merger and the Closing

  • Merger Closing The closing of the Merger (the “Merger Closing”) shall take place remotely via the electronic exchange of documents and signature pages at 9:00 a.m., Eastern time, on a date to be specified by Parent and the Company, which date shall be as soon as practicable following the Offer Closing Time, subject to the satisfaction or (to the extent permitted by Law) waiver by the party or parties hereto entitled to the benefits thereof of the conditions set forth in Article VIII, other than those conditions that by their nature are to be satisfied at the Merger Closing (but in no event later than the second (2nd) Business Day following such satisfaction or waiver of such conditions), unless another date, time or place is mutually agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the “Merger Closing Date.”

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

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