Merger Transaction Clause Samples

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”).

Merger Transaction. Section 2.1

Merger Transaction. Notwithstanding anything to the contrary in Section 2(a) or 2(b) hereof, if the Company shall consolidate with, merge with or sell or convey all or substantially all of its assets to any other entity ( a “Merger Transaction”) prior to the closing of the Next Qualified Financing, then the Company shall give the Lender notice of such Merger Transaction at least twenty (20) business days prior to the consummation of such transaction (the “Closing Date”) and shall provide Lender with full access to such lawful information as may be requested by Lender with respect to the Merger Transaction and the surviving corporation of such transaction, and, at the Majority Holders’ option, either: (i) this Note shall be converted, effective immediately prior to the consummation of such transaction, into the number of whole shares of the Company’s Series C Preferred Stock equal to the quotient obtained by dividing (x) the outstanding aggregate principal amount of this Note plus all accrued but unpaid interest thereon as of the consummation date of such Merger Transaction and all other amounts owing hereunder by (y) the price per share to be received by holders of the Company’s Series C Preferred Stock (or, if such Series C Preferred Stock is to be converted into the Company’s Common Stock upon or prior to such Merger Transaction, the price per share to be received by holders of the Company’s Common Stock) pursuant to such Merger Transaction, or (ii) the Company shall repay the outstanding aggregate principal amount of this Note plus all accrued but unpaid interest thereon and all other amounts owing hereunder immediately prior to or concurrently with the closing of the Merger Transaction. The Majority Holders shall give the Company and the Lender notice of their intent to proceed under Section 2(b)(i) or 2(b)(ii) within two (2) business days prior to the Closing Date, and if no such notice is given, the Majority Holders will be deemed to have elected to proceed under Section 2(b)(ii).

Merger Transaction. 7 2.1 Merger of Acquisition Sub into the Company.................................................. 7 2.2 Effect of the Merger........................................................................ 7 2.3 Closing; Effective Time..................................................................... 8 2.4 Certificate of Incorporation and Bylaws; Directors and Officers............................. 8

Merger Transaction. 18.7.1 Ultimate Holdings shall not enter into any Merger Transaction unless (i) the Successor Issuer to such Merger Transaction (if not Ultimate Holdings) expressly assumes the obligations of Ultimate Holdings under this Article XVIII or (ii) all Lenders exercise their Merger Conversion Right prior to entry into such Merger Transaction; provided, however, that nothing in this Section 18.7 shall be construed to permit any event or transaction otherwise prohibited under this Agreement. Ultimate Holdings shall deliver to the Lenders a written notice of any Merger Transaction (“Merger Transaction Notice”) prior to, or as promptly as practicable following, the execution of a definitive agreement relating to such Merger Transaction (but in no event later than the 10th Business Day immediately preceding the effective date of the consummation of such Merger Transaction) and shall promptly provide the Lenders with such information regarding the terms and timing of such Merger Transaction as the Lenders may reasonably request (including, if the Successor Issuer in such Merger Transaction is not a Public Issuer, copies of the material transaction documents relating to the Merger Transaction and due diligence materials reasonably requested by any Lender relating to the identity of the Successor Issuer, the consideration to be paid in connection with such Merger Transaction and, subject to any restrictions on Ultimate Holdings pursuant to any applicable confidentiality agreement, any other materials any Lender determines in good faith would be reasonably necessary in connection with its potential Conversion Right Election). The definitive agreement with respect to any Merger Transaction shall include such additional provisions as are reasonably necessary to protect the Conversion Rights of the Lenders under this Article XVIII. 18.7.2 If the Successor Issuer following a Merger Transaction is a Public Issuer, such Successor Issuer shall grant to each Lender registration rights (to be effective upon such Lender becoming a Converting Lender) that are no less favorable to such Lender than any registration rights granted to any other Person in connection with such Merger Transaction; provided that in no event shall such registration rights be less favorable to any Lender than the registration rights set forth in any Registration Rights Agreement then in effect. If the Successor Issuer following a Merger Transaction is not a Public Issuer, such Successor Issuer shall grant ea...

Merger Transaction. The Merger Transaction shall be completed prior to or concurrently with the Closing.

Merger Transaction. Subject to the terms and conditions ------------------ hereof, the parties hereto agree that the Company shall be merged with and into Merger Sub in accordance with the applicable provisions of the Georgia Business Corporation Act (the "GBCA") and the Tennessee Business Corporation Act (the "TBCA"), and the separate existence of the Company shall thereupon cease. Merger Sub shall be the surviving corporation in the Merger (the "Surviving Corporation") and shall be a wholly-owned subsidiary of InterCept. Subject to the terms and conditions hereof, the parties hereto shall take all actions necessary in accordance with applicable law and their respective Articles of Incorporation or Charter, as the case may be, and Bylaws to cause the Merger to be consummated.

Merger Transaction. (a) In connection with any transaction whereby the Company would merge or consolidate with and into a Person that is not the Company’s parent or an Affiliate thereof or in connection with a sale of all or substantially all of the assets of the Company (each, a “Merger Transaction”) that has been approved by a majority of the holders of Common Stock entitled to vote for the approval of such Merger Transaction, Employee agrees that he or she will irrevocably consent to, vote in favor of and participate in such Merger Transaction on the same terms and conditions as are applicable to the other holders of Common Stock. (b) In connection with any Merger Transaction, Employee shall (i) only be required to represent and warrant as to the unencumbered title to her or her Option Shares subject to the Merger Transaction, (ii) be required to bear Employee’s pro rata share of any post-closing indemnity obligations, (iii) be subject to the same post-closing purchase price adjustments, escrow terms, offset rights and holdback terms as the other holders of Common Stock of the Company and (iv) be required to deliver customary stock powers, letters of transmittal or other similar Transfer documentation. Employee agrees that he or she will take such actions as may be reasonably required and otherwise cooperate in good faith with the Company and the other stockholders of the Company in connection with consummating the proposed Merger Transaction. (c) To the extent elected by the Company, all of the consideration payable to the stockholders of the Company in a Merger Transaction first shall be aggregated by the Company, as disbursing agent, before distributing any such consideration to any of the stockholders of the Company. The Company, acting solely as the disbursing agent of the stockholders of the Company, shall then distribute the aggregate consideration to the stockholders of the Company in the same manner and order of priority such consideration would have been distributed had such distribution been made in complete liquidation of the Company in accordance with the various liquidation preferences and liquidation amounts governing the various classes or series of capital stock of the Company. (d) If the Merger Transaction involves the issuance of any stock consideration in a transaction not involving a public offering and Employee is not an accredited investor (as defined under Rule 501 of Regulation D of the Securities Act), then the Company (at the direction of the Boa...

Merger Transaction. The merger of Holdco with and into the Borrower immediately prior to the closing hereunder.