Description of Merger Transaction Clause Samples

Description of Merger Transaction. On May 8, 2007, Catalytica Energy Systems, Inc. (“Catalytica”) entered into a definitive contribution and merger agreement (the “Merger Agreement”) to combine its business with Snowflake White Mountain Power, LLC, Renegy, LLC and Renegy Trucking, LLC (collectively, the “Snowflake entities”), businesses engaged in creating and operating renewable energy power projects and harvesting biomass fuel, and which comprise the renewable energy divisions of NZ Legacy, LLC, a privately owned Arizona land, mineral and energy development company. At a special stockholders meeting on September 27, 2007, Catalytica stockholders holding a majority of the Catalytica common stock outstanding approved adoption of the Merger Agreement. On October 1, 2007, the transactions contemplated by the Merger Agreement were consummated (the “Merger Transaction”) and Catalytica and the Snowflake entities became wholly-owned subsidiaries of Renegy Holdings, Inc. (“Renegy”, the “Company”, “we”, “us”, or “our”). In connection with the Merger Transaction, Catalytica terminated its registration under the Securities Exchange Act of 1934 with its filing of Form 15 on October 2, 2007. A copy of the complete Merger Agreement, including Amendment No. 1 to the Merger Agreement, can be located in Amendment No. 2 to Form S-4 filed by Renegy with the Securities and Exchange Commission (“SEC”) on August 31, 2007. A copy of Amendment No. 2 to the Merger Agreement is attached as Exhibit 2.1 to Renegy’s Form 8-K filed with the SEC on September 21, 2007. In connection with the Merger Transaction, Catalytica stockholders received approximately 41.3% of the outstanding shares of Renegy, subject to adjustment as described in Note 1.
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Description of Merger Transaction 
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Related to Description of Merger Transaction

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Termination of Merger Agreement This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.

  • 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.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Effects of Merger The Merger shall have the effects provided in this Agreement and as set forth in the DGCL.