Post Merger Clause Samples

The Post-Merger clause outlines the rights, obligations, and procedures that apply after the completion of a merger between two or more entities. Typically, this clause addresses issues such as the integration of operations, transfer of assets and liabilities, treatment of employees, and fulfillment of any remaining contractual obligations. Its core practical function is to ensure a smooth transition and clarify responsibilities following the merger, thereby minimizing confusion and disputes during the integration process.
Post Merger. After the consummation of the Merger the Company will, from time to time, contribute sufficient shares to the Trust to insure that the Trust owns at least 51% both as to value and voting of the Company’s total equity on a fully-diluted basis; provided, that the provisions of this clause 6 shall no longer be applicable in the event that the Trust’s ownership of the Company’s total equity on a fully-diluted basis at any time drops below 51% as a result of any of the following events: (i) an equity offering subject to Article IV of the Investor Rights Agreement, dated as of the date hereof (the “Investor Rights Agreement”), by and among the Company, EGI-TRB, L.L.C. and the ESOP (A) in which the ESOP fails to purchase its pro rata share of the offered securities notwithstanding the Company having made available to the ESOP for the purchase of such securities “Additional Financing” (as defined in Section 4.4 of the Investor Rights Agreement), (ii) a Qualified Public Offering (as defined in the Investor Rights Agreement) or (iii) a Sale of the Company (as defined in the Investor Rights Agreement). For purposes of this Agreement, the Company’s total equity on a fully diluted basis shall mean all equity of the Company whether evidenced by issued and outstanding shares of capital stock, shares of capital stock issuable under options, warrants or convertible securities or equity value in the Company evidenced by stock appreciate rights, shares of phantom stock or other similar instruments.
View SourceView Similar (2)
Post Merger. Common Stock (Section 1.2(a))....................................2 Predecessor (Section 2.2(u)(ii))............................................24
View SourceView Similar (2)
Post Merger. It is the current intention of Bay View to operate New FMAC as a wholly owned subsidiary of Bay View Bank, with a Board of Directors and Credit Committee of such Board that would include persons who are currently officers or directors of FMAC.
View Source
Post Merger. (i) After the Merger, the Surviving Corporation shall take such steps as are necessary and proper to maintain compliance with the applicable Statues and rules concerning the filling of certified financial statements so as to maintain the Surviving Corporations status as a Reporting Company. (ii) As soon as it is reasonably practicable, the Surviving Corporation shall apply for listing on the Nasdaq Bulletin Board for trading of shares.
View Source
Post Merger. If it shall be determined that any Payment(s) in connection with a Change in Control which occurs on or after the Closing Date (including the payment described in Section 4.B. and payments received in connection with the Merger) would be subject to the Excise Tax, Merriman shall not be entitled to an Excise Tax Gross-Up Payment as d▇▇▇▇▇▇▇▇ in Section 20.A., and instead the Payments otherwise payable to Merriman shall be reduced to the minimum extent necessary (but in no ▇▇▇▇▇ ▇▇ less than zero) so that no portion of the Payments, after such reduction, would be subject to the Excise Tax.
View Source
Post Merger. After the closing of the Merger, as used in the Transaction Documents (i) the term “Company” shall refer to the Company and La Jolla collectively, (ii) the term “Subsidiaries” shall refer to the Company’s and La Jolla’s Subsidiaries collectively, (iii) the term “Notes” shall include the Notes (as may be amended and/or restated) and any promissory notes, debentures, bonds or other debt instruments issued by La Jolla to the holders of Notes in substitution for the Notes being issued hereunder, (iv) the term “Common Stock” shall refer to La Jolla Common Stock, and (v) the term “Collateral” shall include all assets of La Jolla and its subsidiaries in addition to all the assets of the Company immediately preceding the Merger. Any other terms which by their context are intended to relate to La Jolla in lieu of the Company following the Merger shall be so construed as appropriate.
View Source
Post Merger. At and after the time of the step contemplated in subsection 2.1(a), and by virtue of the merger: (i) the separate legal existence of Newco will cease without Newco being liquidated or wound up and NCA and Newco will continue as one company, being NCA Mergeco; (ii) all of the property and liabilities of Newco and NCA will become property and liabilities of NCA Mergeco otherwise than as a result of the acquisition or purchase of property by NCA Mergeco or as a distribution of property to NCA Mergeco on a winding up of Newco or NCA, and in particular: (A) all property of Newco and NCA will become property of NCA Mergeco, and without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such merger, and all liabilities and other obligations of Newco and NCA, whether arising by contract or otherwise, will become and be enforceable against NCA Mergeco to the same extent as if such obligation had been incurred or contracted by it; (B) all property rights, contracts, permits and interests of Newco and NCA will continue as property rights, contracts, permits and interests of NCA Mergeco as if Newco and NCA continued, and for greater certainty, the merger will not constitute an assignment, transfer or disposition of property or obligations of either Newco or NCA under any such rights, contracts, permits and interest; (iii) Any existing cause of action, claim or liability to prosecution is unaffected; (iv) A legal proceeding being prosecuted or pending by or against either Newco or NCA may be prosecuted or continued by or against NCA Mergeco; (v) A conviction against, or ruling, order to judgment in favour of or against either of Newco or NCA may be enforced by or against NCA Mergeco;
View Source
Post Merger. If the Triggering Termination occurs on or after the date of the Merger and is for any reason other than Merriman's death or Disability, Merriman shall be entitled to the following: (1) a severance payment equal to one-half of the sum of (a) Merriman's current annual Base Salary and (b) Merriman's average annual bonus compensation under the MIP, the AIP and/or the 2003 EBIDTA Bonus Pool, whichever shall be applicable, earned over the three most recent completed fiscal years of the Company; provided, however, that for the purposes of computing such three-year average bonus compensation, the amount deemed to have been earned under the 2003 EBITDA Bonus Pool for fiscal year 2003, if applicable, shall be the lesser of (1) the bonus amount earned by the Executive for fiscal year 2002 under the MIP or (2) the actual bonus amount earned under the 2003 EBITDA Bonus Pool.. Such severance payment shall be paid in full as a lump sum within 30 days after the Triggering Termination; (2) payment of Merriman's Base Salary through the date of termination; (3) a pro rata payment under the MIP, the 2003 EBITDA Bonus Pool and/or the AIP, as applicable, based on the period of time served during the year in which the Triggering Termination occurs, to be paid to Merriman at such time as payments under such plan a▇▇ ▇▇▇▇▇marily made to participants; provided, however, that, if the Triggering Termination shall occur in 2003, such pro rata payment shall be deemed to be the greater of (a) the payment to which Merriman would have been entitled if the Triggering ▇▇▇▇▇▇▇tion had occurred on July 1, 2003; or (b) the payment calculated using the actual date of the Triggering Termination; and (4) any additional benefits or perquisites to which Merriman and his dependents, as applicable, shall be entitled (or would have been entitled, if Merriman or his dependents would have been eligible ▇▇▇ ▇▇▇h benefits or perquisites but for Merriman's termination of employment) under the Company's benefit plans and perquisite arrangements generally applicable to senior management as may be in effect from time to time, including any unpaid payment under the MIP, the 2003 EBITDA Bonus Pool or the AIP for a prior year, group health, hospitalization, dental and vision coverage for him and his family on the same basis as active senior management of the Company for the 36 months subsequent to the Triggering Termination, and accrued vacation. The Company agrees after a Change in Control and/or for the perio...
View Source

Related to Post Merger

  • 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”).

  • Second Merger (a) Parent shall take all actions necessary to: (i) promptly following the date of this Agreement, form Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub to perform their obligations contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date of this Agreement but prior to the consummation of the Mergers, the Board of Directors of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged with and into Second Merger Sub (the “Second Effective Time”), following which the separate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Certificate of Merger with respect to the Second Merger and the applicable provisions of Delaware law. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Second Merger Sub and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Entity, which shall include the assumption by the Surviving Entity of any and all agreements, covenants, duties and obligations of Surviving Corporation to be performed after the Second Effective Time.

  • Effective Time of the Merger At the Effective Time of the Merger, NEWCO shall be merged with and into the COMPANY in accordance with the Articles of Merger, the separate existence of NEWCO shall cease, the COMPANY shall be the surviving party in the Merger and the COMPANY is sometimes hereinafter referred to as the Surviving Corporation. The Merger will be effected in a single transaction.

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time"). (b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation"). (c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary. (d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.