Terms and Conditions of Merger Clause Samples
The Terms and Conditions of Merger clause defines the specific requirements, obligations, and procedures that govern the combination of two or more entities into a single entity. This clause typically outlines the steps each party must take to complete the merger, such as obtaining shareholder approvals, regulatory consents, and the exchange of shares or assets. By clearly setting out these terms, the clause ensures that all parties understand their responsibilities and the sequence of actions required, thereby reducing the risk of misunderstandings and facilitating a smooth and legally compliant merger process.
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Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement, the Certificate of Ownership and Section 1110 of the CCC, automatically and without further action:
(a) Merger Sub shall be merged with and into the Company and the separate existence of Merger Sub shall cease.
(b) The Company shall continue as the Surviving Corporation in the Merger.
(c) The effect of the Merger will be as provided in Section 1107 of the CCC.
(d) All of the estate, properties, rights, privileges, powers and franchises of the Company and Merger Sub and all of their property, real, personal and mixed, and all debts due on whatever account to either of the Company or Merger Sub shall vest in the Surviving Corporation, without further act or deed, except as contemplated by this Agreement.
(e) The Surviving Corporation shall be responsible for all of the liabilities and obligations of each of the Company and Merger Sub and the liabilities of the Company and Merger Sub shall not be affected nor shall the rights of creditors thereof or of any Persons dealing with the Company or Merger Sub be impaired.
(f) (i) The articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until thereafter amended as provided in the Surviving Corporation’s Organizational Documents and in accordance with the CCC, and (ii) the bylaws of the Company as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended as provided in Surviving Corporation’s Organizational Documents and in accordance with the CCC.
(g) The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Corporation.
(h) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation, whereupon Buyer shall own all of the issued and outstanding capital stock of the Surviving Corporation.
(i) Each share of Company Preferred Stock issued and outstanding immediately prior to the ...
Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows:
1) On the effective date of the merger:
(i) H.P.C. shall be merged into HPC Acquisitions to form a single corporation and HPC Acquisitions shall be the Surviving Corporation;
(ii) The separate existence of H.P.C. shall cease;
(iii) The name of the Surviving Corporation shall be "HPC Acquisitions, Inc."
(iv) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all duties and liabilities of a corporation organized under the laws of Nevada; and
(v) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of the Constituent Corporation; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other causes of action, and all and every other interest, of or belonging to or due to the Constituent Corporation, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in the Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Constituent Corporation; any claim existing or action or proceeding pending by or against the Constituent Corporation may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of the Constituent Corporation; and neither the rights of creditors nor any liens on the property of the Constituent Corporation shall be impaired by the merger.
2) On the effective date of the merger, the board of directors of the Surviving Corporation and the members thereof, shall be and consist of the members of the board of directors of HPC Acquisitions immediately prior to the merger, to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Nevada.
3) On the effective date of the merger, the officers of the Surviving Corporation shall be and consist of the officers of HPC Acquisitions immediately prior to the merger, such officers to serve...
Terms and Conditions of Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company shall be merged with and into Newco, whereupon the separate existence of the Company shall cease (the “Reincorporation Merger”). Newco shall be the surviving corporation (sometimes hereinafter referred to as the “Surviving Corporation”) in the Reincorporation Merger and shall continue to be incorporated under the laws of the State of Maryland. The Reincorporation Merger shall have the effects specified in the MGCL and in the FBCA and the Surviving Corporation shall succeed, without other transfer, to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of the Company, and shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of the Company, including, without limitation, all outstanding indebtedness of the Company.
Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows:
(a) On the effective date of the merger:
(1) Merco shall be merged into CPH to form a single corporation, and CPH shall be, and is designated herein as, the Surviving Corporation;
(2) the separate existence of Merco shall cease;
(3) the Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the General Corporation Law of the state of Delaware; and
(4) the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; any claim existing or action or proceeding pending by or against either of such Constituent Corporations may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of either of the Constituent Corporations; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporations shall be impaired by the merger.
(b) On the effective date of the merger, the board of directors of the Surviving Corporation and the members thereof, shall consist of the members of the board of directors of CPH immediately prior to the merger; to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Delaware.
(c) On the effective date of the merger, the officers of the Surviving Corporation shall be the officers of CPH immediately prior to the merger, such officers to serve thereafter in accord...
Terms and Conditions of Merger. The terms and conditions of the Merger are (in addition to those set forth elsewhere in this Agreement) as follows:
Terms and Conditions of Merger. The Certificate of Incorporation of CAC at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and in accordance with the New Jersey Business Corporation Act (the "NJBCA"). The By-laws of CAC immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation and will continue in full force and effect until amended in the manner prescribed by the NJBCA. The officers and directors of CAC immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified.
Terms and Conditions of Merger. Upon the Effective Date, pursuant to the Certificate of Merger and this Agreement:
(a) Target shall be merged with and into Sub and the separate existence of Target shall cease;
(b) Sub shall continue as the Surviving Corporation, organized under the laws of the State of Delaware, the authorized capital stock of which shall be 1,000 shares of Common Stock, par value $0.001 per share;
(c) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of Sub in effect on the date hereof;
(d) the Surviving Corporation shall have as its By-Laws the By-Laws of Sub in effect on the date hereof;
(e) Parent will pay the sum of $5,000,000 by wire transfer to or on behalf of Target at the Closing (the “Cash Consideration”), to be used, along with all of Target’s cash on hand immediately prior to the Closing, for the purpose of paying or discharging (i) all of Target’s costs and expenses incurred in connection with the consummation of the transactions contemplated hereby, (ii) Target’s obligations at Closing under its 2005 Acquisition Bonus Plan, as amended (as amended, the “ABP”), (iii) all interest accrued through the Closing Date in connection with Target’s outstanding Senior Convertible Promissory Notes set forth on Schedule 1.2(e) in the aggregate principal amount of $14,000,000 (the “Bridge Notes”), and (iv) a portion of the outstanding principal amount of the Bridge Notes;
(f) immediately following the payment of a portion of the principal of the Bridge Notes as set forth in Section 1.2(e)(iv) above, all of the remaining outstanding principal amount of such Bridge Notes shall be converted into shares of Target’s Series D Redeemable Convertible Preferred Stock in accordance with the terms of such Bridge Notes and shall be cancelled, and certificates representing such shares of Target’s Series D Redeemable Convertible Preferred Stock shall be issued to the holders of the cancelled Bridge Notes;
(g) Parent shall issue 11,500,000 shares (the “Closing Shares”) of its common stock, par value $.03 per share (“Parent Stock”), which shall be valued based on the Average Trading Price (as defined in Section 18 below) and, subject to Section 1.2(o), shall be distributed among the holders of Target Capital Stock (as defined in Section 18 below) in accordance with the written instructions of Target delivered to Parent at or prior to the Closing, which instructions shall be based solely upon the terms and conditions of Target’s Restat...
Terms and Conditions of Merger. BSD shall, pursuant to the provisions of the Florida Business Corporation Act and the Nevada Corporate Statutes, be merged with and into NeoMedia, which shall continue to exist pursuant to the laws of the State of Nevada. Upon the effective date of the merger (as set forth in paragraph 9) (the "Effective Date"), the existence of BSD shall cease. On the Effective Date, NeoMedia shall assume the obligations of BSD.
Terms and Conditions of Merger. The effective date of merger shall be the latter of date upon which the Articles of Merger are filed with the Secretaries of State of Washington and Nevada. Upon the effective date of the merger, the separate corporate existence of Metaline shall cease; title to all real estate and other property owned by Metaline or HuntMountain shall be vested in HuntMountain without reversion or impairment; and the HuntMountain shall have all liabilities of Metaline and HuntMountain. Any proceeding pending by or against Metaline or HuntMountain may be continued as if such merger did not occur, or the Surviving Corporation may be substituted in the proceeding for Metaline.
Terms and Conditions of Merger. Subject to the terms and conditions of this Plan of Bank Merger, at the Effective Time, M▇▇▇▇▇▇▇ shall be merged with and into Monarch pursuant to the provisions of, and with the effect provided under the laws of, the United States of America. At the Effective Time, the separate existence of Marshall shall cease and Monarch as the resulting institution, shall continue unaffected and unimpaired by the Merger.