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 Effective Time (other than (x) shares of Company Preferred Stock held by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Preferred Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto. (j) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock held by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Common Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto. (k) Each share of Company Common Stock and each share of Company Preferred Stock held as treasury stock by the Company immediately prior to the Effective Time shall be cancelled and retired, and shall cease to exist, and no payment shall be made with respect thereto.
Appears in 2 contracts
Sources: Stock Purchase and Merger Agreement (Imation Corp), Stock Purchase and Merger Agreement (Imation Corp)
Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement, the Certificate of Ownership The terms and Section 1110 conditions of the CCC, automatically and without further actionmerger are (in addition to those set forth elsewhere in this Plan) as follows:
(a) Merger Sub On the effective date of the merger:
(1) Aradyme shall be merged with into MergerCo to form a single corporation, and into MergerCo shall be and is designated herein as the Company and the Surviving Corporation.
(2) The separate existence of Merger Sub Aradyme shall cease.
(b3) The Company shall continue as the Surviving Corporation in shall have all 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 immunities and powers, and shall be subject to all duties and liabilities of a corporation organized under the laws of the state of Utah.
(4) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises of the Company and Merger Sub a public, as well as of a private, nature of Aradyme, and all of their property, real, personal and mixed, and all debts due on of whatever account account, including subscriptions to either shares and all other choses in action, and all and every other interest of the Company or Merger Sub belonging to or due to Aradyme shall vest be taken and deemed to be transferred to and vested in the Surviving Corporation, Corporation without further act or deed, except as contemplated . The title to any real estate or any interest herein vested in Aradyme shall not revert or be in any way impaired by this Agreement.
(e) reason of the merger. The Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of each Aradyme. Any claim existing or action or proceeding pending by or against Aradyme may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of the Company and Merger Sub and the liabilities of the Company and Merger Sub shall not be affected nor shall Aradyme. Neither the rights of creditors thereof or nor any liens on the property of any Persons dealing with Aradyme shall be impaired by the Company or Merger Sub be impairedmerger.
(fb) (i) The articles of incorporation On the effective date of the Company as in effect 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 Aradyme immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until merger, to serve 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 and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Utah.
(c) On the effective date of the merger, the officers of the Surviving Corporation shall be and consist of the officers of Aradyme immediately prior to the merger, such officers to serve 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, bylaws of the Surviving Corporation and until their respective successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with such bylaws and the articles of incorporation and bylaws laws of the Surviving Corporation.
(h) Each share state of common stock Utah. If, on the effective date of Merger Sub issued and outstanding immediately prior to the Effective Time merger, a vacancy shall be automatically converted into and become one fully paid and nonassessable share exist in the board of common stock directors or in any of the offices of the Surviving Corporation, whereupon Buyer shall own all of such vacancy may be filled in the issued and outstanding capital stock manner provided in the bylaws of the Surviving Corporation.
(i) Each share of Company Preferred Stock issued Corporation and outstanding immediately prior to the Effective Time (other than (x) shares of Company Preferred Stock held by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery laws of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share state of Company Preferred Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect theretoUtah.
(j) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock held by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Common Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(k) Each share of Company Common Stock and each share of Company Preferred Stock held as treasury stock by the Company immediately prior to the Effective Time shall be cancelled and retired, and shall cease to exist, and no payment shall be made with respect thereto.
Appears in 1 contract
Sources: Plan of Merger (Albion Aviation Inc)
Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement, Agreement and the Certificate Articles of Ownership and Section 1110 of the CCCMerger, 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 surviving corporation in the MergerMerger (the “Surviving Corporation”).
(c) The effect Merger shall have the effects set forth in this Agreement and the applicable provisions of the Merger will be as provided in Section 1107 of the CCCTBCA.
(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 Articles of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be amended in the Merger to be in the form of Exhibit C hereto and, as so amended, such Articles of Incorporation shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided in the Surviving Corporation’s Organizational Documents and in accordance with the CCC, and therein or by applicable Law.
(iig) the bylaws of the Company as in effect immediately At or prior to the Effective Time Time, Company shall cause its by-laws to be amended, as of the Effective Time, to read in their entirety as set forth in Exhibit D hereto and, as so amended, such by-laws shall be the bylaws by-laws of the Surviving Corporation until thereafter changed or amended as provided in Surviving Corporation’s Organizational Documents and in accordance with the CCCtherein or by applicable Law.
(gh) The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from From and after the Effective Time, be the directors and officers, respectively, Board of Directors of the Surviving Corporation will consist of the individuals set forth on Schedule 2.2(h). Each such Director will hold office, subject to the applicable provisions of the Articles of Incorporation and the By-Laws of the Surviving Corporation, until their successors have been the next annual meeting of shareholders of the Surviving Corporation and until his or her successor shall be duly elected or appointed and qualified shall duly qualify. If, at or until their earlier deathafter the Effective Time, resignation a vacancy shall exist in the Board of Directors by reason of death or removal inability to act, or for any other reason, such vacancy may be filled in accordance with the articles of incorporation and bylaws manner provided in the By-Laws of the Surviving Corporation.
(hi) The individuals to be identified in writing by Parent prior to the Closing shall be the officers of the Surviving Corporation and shall act as such and hold the offices set forth opposite their names until their respective successors are duly elected or appointed and qualified. If, at or after the Effective Time, a vacancy shall exist in any of the offices of the Surviving Corporation by reason of death or inability to act, or for any other reason, such vacancy may be filled in the manner provided in the By-Laws of the Surviving Corporation.
(j) Each issued and outstanding share of common the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become represent the right to receive one fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation, whereupon Buyer Parent 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 Effective Time (other than (x) shares of Company Preferred Stock held by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Preferred Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(jk) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (xi) any Dissenting Shares and (ii) any shares of Company Common Stock held as treasury stock by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)Company) shall become, become and be converted into, into the right to receive (A) an amount in cash equal toto the Per Share Closing Purchase Price, and each holder thereof shall be entitled to receive, plus (B) (subject to the execution provisions of Section 2.5 below and delivery of the Shareholder Required Documentation (as defined belowEscrow Agreement) by such holder, an amount in cash equal to the Per Share Purchase Price. Notwithstanding Escrow Amount and the foregoing, each share of Company Common Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect theretoPer Share Initial Escrow Release Amount.
(kl) Each share of Company Common Stock and each share of Company Preferred Stock held as treasury stock by the Company immediately prior to the Effective Time shall be cancelled cancelled, retired and retired, and shall cease to exist, and no payment shall be made with respect thereto.
Appears in 1 contract
Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement, Agreement and the Certificate of Ownership and Section 1110 of the CCCMerger, automatically and without further action:
(a) Merger Sub The Acquirer shall be merged with and into the Company and the separate existence of Merger Sub the Acquirer shall cease.
(b) The Company shall continue as the Surviving Corporation surviving corporation in the MergerMerger (the "Surviving Corporation").
(c) The effect of the Merger will be as provided in Section 1107 the applicable provisions of the CCCDelaware General Corporation Law, as amended (the "DGCL").
(d) All of the estate, properties, rights, privileges, powers and franchises of the Company and Merger Sub the Acquirer and all of their property, real, personal and mixed, and all debts due on whatever account to either of the Company or Merger Sub the Acquirer 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 the Acquirer and the liabilities of the Company and Merger Sub the Acquirer shall not be affected nor shall the rights of creditors thereof or of any Persons dealing with the Company or Merger Sub the Acquirer be impaired.
(f) (i) The articles Certificate of incorporation Incorporation of the Company Surviving Corporation shall be amended and restated to be the same as in effect the Certificate of Incorporation of the Acquirer immediately prior to the Effective Time Time, except that the name of the corporation set forth therein shall be changed to the articles of incorporation name 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 CCCCompany.
(g) The directors and officers By-Laws of Merger Sub, in each case, the Surviving Corporation shall be the same as the By-Laws of the Acquirer immediately prior to the Effective Time shallTime, from except that the name of the corporation set forth therein shall be changed to the name of the Company.
(h) From and after the Effective Time, be the board of directors and officers, respectively, of the Surviving Corporation will consist of the individuals set forth on Schedule 1.2(h). Each such director will hold office, subject to the applicable provisions of the Certificate of Incorporation and the By-Laws of the Surviving Corporation, until their successors have been the next annual meeting of stockholders of the Surviving Corporation and until its successor shall be duly elected or appointed and qualified shall duly qualify. If, at or until their earlier deathafter the Effective Time, resignation a vacancy shall exist in the board of directors by reason of death or removal inability to act, or for any other reason, such vacancy may be filled in accordance with the articles of incorporation and bylaws manner provided in the By-Laws of the Surviving Corporation.
(hi) From and after the Effective Time, the individuals set forth on Schedule 1.2(i) shall be the officers of the Surviving Corporation and shall act as such and hold the offices set forth opposite their names until their respective successors are duly elected or appointed and qualified. If, at or after the Effective Time, a vacancy shall exist in any of the offices of the Surviving Corporation by reason of death or inability to act, or for any other reason, such vacancy may be filled in the manner provided in the By-Laws of the Surviving Corporation.
(j) Each issued and outstanding share of the capital stock of the Acquirer shall be converted into and represent the right to receive one (1) 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 stock, par value $.0001 per share, of the Surviving Corporation, whereupon Buyer the Parent shall own all of the issued and outstanding capital stock of the Surviving Corporation.
(ik) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Preferred Stock held by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof Company Stockholder shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holderCompany Stockholder, (i) in the case of Company Common Stock, $2.2548 per share (the "Common Per Share Purchase PriceClosing Amount"), and (ii) in the case of Company Preferred Stock, $2.5593 per share. Notwithstanding the foregoingforegoing provisions of this Section 1.2(k), the Parent shall have the right to deposit into escrow pursuant to Section 1.3(b) hereof a portion of the consideration that each Company Stockholder would
(1) the total number of shares of Company Stock held by such Company Stockholder, by (2) the total number of shares of Company Stock held by all Company Stockholders. In addition, each share of Company Preferred Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(j) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock held by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall also become, and be converted into, the right to receive an amount in cash equal toreceive, and each holder thereof Company Stockholder shall be entitled to receive, subject to the execution and delivery all of the Shareholder Required Documentation provisions of Section 1.4 hereof, a portion of any additional amounts that Parent may be required to pay pursuant to Section 1.4 hereof, such portion to be determined in accordance with the provisions of Section 1.4 hereof.
(l) The Company shall have taken all necessary action, including obtaining the consent of any holder of a Company Option and the adoption of resolutions by the board of directors of the Company, if necessary, to (i) terminate, as defined below) by such holderof the Effective Time, the Per Share Purchase Price. Notwithstanding Stock Incentive Plan and any other plan or program under which equity-based rights of the foregoingCompany have been granted and (ii) cancel, as of the Effective Time, each share Company Option that is outstanding and unexercised, whether vested (including Company Options that become vested as a result of any acceleration of the vesting schedule of such Company Options that is effected by the board of directors of the Company or any committee thereof prior to the Closing) or unvested (in each case of (i) or (ii) above, without the creation of additional liability to the Company or any of its Subsidiaries). In consideration of the cancellation of all of such vested Company Options (each an "Eligible Company Option"), the holders of such Eligible Company Options (each a "Company Optionholder") will have the right to receive, at the Effective Time or as soon as practicable thereafter, for all of such Eligible Company Options, a payment in cash equal to the applicable Option Closing Amount for each of such Company Optionholders, subject to any applicable withholding pursuant to Section 1.3(d) hereof, and a portion of any additional amounts that Parent may be required to pay pursuant to Section 1.4 hereof, such portion to be determined in accordance with the provisions of Section 1.4 hereof and to be subject to any applicable withholding pursuant to Section 1.3(d) hereof. All unvested Company Options will be terminated without consideration as permitted by Section 12.3(a) of the Stock Incentive Plan. Each Company Optionholder shall execute and deliver certain documentation providing for, among other things, (1) such Company Optionholder's confirmation regarding the number of shares of Company Common Stock owned subject to any and all Eligible Company Options held by such Company Optionholder, (2) such Company Optionholder's release of claims against the Company, Parent, and each of their respective equityholders, present or former Affiliates, subsidiaries, predecessors, successors, assigns, officers, directors, employees, partners and agents from claims under the Stock Incentive Plan, any direct or indirect Subsidiary of individual stock option agreement, and any other claim relating to the Company's grant to the Company shall remain outstanding as shares in the Surviving CorporationOptionholders of any equity-based compensation award, and no payment shall (3) such Company Optionholder's agreement to be made with respect theretobound by those provisions of this Agreement that, by their own terms, are applicable to the Company Optionholders, including, without limitation, the provisions of this Section 1.2(l), Section 1.3 and Section 1.4 hereof.
(km) Each share of Company Common Stock and each share of Company Preferred Stock held as treasury stock by the Company immediately prior to the Effective Time shall be cancelled and retired, and shall cease to exist, and no payment shall be made with respect thereto.
Appears in 1 contract
Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement, the Certificate of Ownership The terms and Section 1110 conditions of the CCC, automatically and without further actionmerger (in addition to those set forth elsewhere in this Plan) are as follows:
(a) Merger Sub On the Effective Date of the merger:
(1) DII shall be merged with into EZ to form a single corporation, and into EZ shall be designated herein as the Company and the Surviving Corporation.
(2) The separate existence of Merger Sub DII shall cease.
(b3) The Company shall continue as the Surviving Corporation in shall have all 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, immunities, and powers and franchises shall be subject to all duties and liabilities of a corporation organized under the laws of the Company state of Nevada.
(4) The Surviving Corporation shall thereupon and Merger Sub thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as a private nature, of each of the Constituent Corporations; all of their property, real, personal personal, and mixed, and all debts due on of whatever account account, including subscriptions to either shares, and all and every other interest, of or belonging to or due to each of the Company or Merger Sub Constituent Corporation shall vest be taken and deemed to be transferred to and vested in the Surviving Corporation, Corporation without further act or deed; the title to any real estate, except as contemplated or any interest therein, vested in either Constituent Corporation shall not revert or be in any way impaired by this Agreement.
(e) The reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the Company and Merger Sub and Constituent Corporations; any claim existing or action or proceeding pending by or against either of such Constituent Corporations may be prosecuted as if the liabilities merger had not taken place, or the Surviving Corporation may be substituted in place of the Company Constituent Corporation; and Merger Sub shall not be affected nor shall neither the rights of creditors thereof or nor any liens on the property of any Persons dealing with either of the Company or Merger Sub Constituent Corporations shall be impairedimpaired by the merger.
(fb) (i) The articles of incorporation On the Effective Date of the Company as in effect merger, the board of directors of the Surviving Corporation shall consist of the members of the board of directors of EZ immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until merger, to serve 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 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.
(c) On the Effective Date of the merger, the officers of the Surviving Corporation shall be the officers of EZ immediately prior to the merger, with such officers to serve 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, bylaws of the Surviving Corporation and until their respective successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with such bylaws and the articles laws of incorporation and the state of Nevada. If on the Effective Date of the merger, a vacancy shall exist in the board of directors or in any of the offices of the Surviving Corporation, such vacancy may be filled in the manner provided for in the 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 Effective Time (other than (x) shares of Company Preferred Stock held by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Preferred Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(j) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock held by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Common Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(k) Each share of Company Common Stock and each share of Company Preferred Stock held as treasury stock by the Company immediately prior to the Effective Time shall be cancelled and retired, and shall cease to exist, and no payment shall be made with respect thereto.
Appears in 1 contract
Terms and Conditions of Merger. At Upon the Effective Time, pursuant to this Agreement, the Certificate of Ownership Merger and Section 1110 of the CCC, automatically and without further action:this Agreement,
(a) Merger Sub shall be merged with and into the Company Urigen and the separate existence of Merger Sub shall cease.;
(b) The Company Urigen shall continue as the Surviving Corporation Corporation, organized under the laws of the State of Delaware, the authorized capital stock of which shall be as set forth in the Certificate of Merger.;
(c) The effect the Certificate of Incorporation and Bylaws of Urigen shall be amended at and as of the Merger will Effective Time as set forth in the Certificate of Merger, and as so amended shall be as provided in Section 1107 the Certificate of Incorporation and Bylaws of the CCC.Surviving Corporation;
(d) All the directors and officers of the Surviving Corporation as of the Effective Time shall be those specified in the Certificate of Merger;
(e) each share of the Fully Diluted Urigen Stock issued and outstanding immediately prior to the Effective Time (other than any shares held by dissenting stockholders referred to in Section 2.11 below who have not waived in writing or failed to perfect or effectively withdrawn or lost their rights to appraisal under Section 262 of the DGCL), shall by virtue of the Merger become and be converted into the right to receive from Parent a number of shares of the common stock, par value $0.001 per share, of Parent (“Parent Stock”) equal to the Conversion Number (the value of all shares of Parent Stock so issued to Urigen Stockholders (as defined below) are collectively referred to as the “Merger Consideration”), subject to the adjustments set forth in Section 2.13 and Section 2.14 below;
(f) each share of Urigen Stock held in Urigen’s treasury, if any, immediately prior to the Effective Time, shall be virtue of the Merger be canceled and retired and cease to exist and no payment shall be made with respect thereto;
(g) As of the Effective Time, each issued and outstanding share of stock of Merger Sub shall be converted into one share of the capital stock of the Surviving Corporation, all of which capital stock of the Surviving Corporation shall be owned by Parent as of the Effective Time; and
(h) all of the estate, properties, rights, privileges, powers and franchises of the Company Urigen and Merger Sub and all of their property, real, personal and mixed, and all debts due on whatever account to either and obligations of the Company any kind of Urigen or Merger Sub shall vest in the Surviving Corporation, without any further act or deed, except as contemplated by this Agreementdeed being required therefor.
(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 Effective Time (other than (x) shares of Company Preferred Stock held by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Preferred Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(j) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock held by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Common Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(k) Each share of Company Common Stock and each share of Company Preferred Stock held as treasury stock by the Company immediately prior to the Effective Time shall be cancelled and retired, and shall cease to exist, and no payment shall be made with respect thereto.
Appears in 1 contract
Sources: Merger Agreement (Valentis Inc)
Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement, the Certificate of Ownership The terms and Section 1110 conditions of the CCC, automatically and without further actionmerger are (in addition to those set forth elsewhere in this Plan) as follows:
(a) Merger Sub On the effective date of the merger:
(1) Aradyme Delaware shall be merged with into Aradyme Utah to form a single corporation, and into Aradyme Utah shall be and is designated herein as the Company and the Surviving Corporation.
(2) The separate existence of Merger Sub Aradyme Delaware shall cease.
(b3) The Company shall continue as the Surviving Corporation in shall have all 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 immunities, and powers, and shall be subject to all duties and liabilities of a corporation organized under the laws of the state of Utah.
(4) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises of the Company and Merger Sub a public, as well as of a private, nature of Aradyme Delaware, and all of their property, real, personal personal, and mixed, and all debts due on of whatever account account, including subscriptions to either shares, and all other choses in action, and all and every other interest of the Company or Merger Sub belonging to or due to Aradyme Delaware shall vest be taken and deemed to be transferred to and vested in the Surviving Corporation, Corporation without further act or deed, except as contemplated . The title to any real estate or any interest herein vested in Aradyme Delaware shall not revert or be in any way impaired by this Agreement.
(e) reason of the merger. The Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of each Aradyme Delaware. Any claim existing or action or proceeding pending by or against Aradyme Delaware may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of the Company and Merger Sub and the liabilities of the Company and Merger Sub shall not be affected nor shall Aradyme Delaware. Neither the rights of creditors thereof or nor any liens on the property of any Persons dealing with Aradyme Delaware shall be impaired by the Company or Merger Sub be impairedmerger.
(fb) (i) The articles of incorporation On the effective date of the Company as in effect 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 Aradyme Delaware immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until merger, to serve 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 and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Utah.
(c) On the effective date of the merger, the officers of the Surviving Corporation shall be and consist of the officers of Aradyme Delaware immediately prior to the merger, such officers to serve 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, bylaws of the Surviving Corporation and until their respective successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with such bylaws and the articles of incorporation and bylaws laws of the Surviving Corporationstate of Utah.
(hd) Each share If, on the effective date of common stock the merger, a vacancy shall exist in the board of Merger Sub issued and outstanding immediately prior to directors or in any of the Effective Time shall be automatically converted into and become one fully paid and nonassessable share of common stock offices of the Surviving Corporation, whereupon Buyer shall own all of such vacancy may be filled in the issued and outstanding capital stock manner provided in the bylaws of the Surviving Corporation.
(i) Each share of Company Preferred Stock issued Corporation and outstanding immediately prior to the Effective Time (other than (x) shares of Company Preferred Stock held by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery laws of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share state of Company Preferred Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect theretoUtah.
(j) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock held by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Common Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(k) Each share of Company Common Stock and each share of Company Preferred Stock held as treasury stock by the Company immediately prior to the Effective Time shall be cancelled and retired, and shall cease to exist, and no payment shall be made with respect thereto.
Appears in 1 contract
Sources: Merger Agreement (Aradyme Corp)
Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement, Agreement and the Certificate Articles of Ownership and Section 1110 of the CCCMerger, automatically and without further action:
(a) Merger Sub The Acquirer shall be merged with and into the Company and the separate existence of Merger Sub the Acquirer shall cease.
(b) The Company shall continue as the Surviving Corporation surviving corporation in the MergerMerger (the “Surviving Corporation”).
(c) The effect of the Merger will be as provided in Section 1107 the applicable provisions of the CCCMBCA.
(d) All of the estateestates, properties, rights, privileges, powers and franchises of the Company and Merger Sub the Acquirer and all of their property, real, personal and mixed, and all debts due on whatever account to either of the Company or Merger Sub the Acquirer 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 the Acquirer and the liabilities of the Company and Merger Sub the Acquirer shall not be affected nor shall the rights of creditors thereof or of any Persons dealing with the Company or Merger Sub the Acquirer be impaired.
(f) (i) The articles Articles of incorporation Organization of the Company shall be amended in the Merger to read in its entirety as in effect immediately prior set forth on Annex A to the Effective Time Articles of Merger and as so amended shall be the articles Articles of incorporation Organization of the Surviving Corporation until thereafter amended as provided in the Surviving Corporation’s Organizational Documents therein and in accordance with the CCC, and by law.
(iig) the bylaws The By-laws of the Company Acquirer, as in effect immediately prior to the Effective Time Time, shall be the bylaws By-laws of the Surviving Corporation until thereafter amended as provided in Surviving Corporation’s Organizational Documents therein and in accordance with the CCCby law.
(gh) The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from From and after the Effective Time, be the directors and officers, respectively, Board of Directors of the Surviving Corporation will consist of the individuals set forth on Exhibit B. Each such director will hold office, subject to the applicable provisions of the Articles of Organization and the By-Laws of the Surviving Corporation, until their successors have been the next annual meeting of stockholders of the Surviving Corporation and until his/her successor shall be duly elected or appointed and qualified shall duly qualify. If, at or until their earlier deathafter the Effective Time, resignation a vacancy shall exist in such Board of Directors by reason of death or removal inability to act, or for any other reason, such vacancy may be filled in accordance with the articles of incorporation and bylaws manner provided in the By-Laws of the Surviving Corporation.
(hi) From and after the Effective Time, the individuals set forth on Exhibit C shall be the officers of the Surviving Corporation and shall act as such and hold the offices set forth opposite their names until their respective successors are duly elected or appointed and qualified. If, at or after the Effective Time, a vacancy shall exist in any of the offices of the Surviving Corporation by reason of death or inability to act, or for any other reason, such vacancy may be filled in the manner provided in the By-Laws of the Surviving Corporation.
(j) Each share of common stock of Merger Sub issued and outstanding immediately prior to share of the Effective Time capital stock of the Acquirer shall be automatically converted into and become one fully paid and nonassessable share represent the right to receive ten (10) shares of common stock stock, par value $0.01 per share, of the Surviving Corporation, whereupon Buyer the Parent shall own all of the issued and outstanding capital stock of the Surviving Corporation.
(ik) Each share of Company Preferred Stock issued and outstanding immediately prior Subject to the Effective Time (other than (x) shares of Company Preferred Stock held by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below1.3(b)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Preferred Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(j) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock held by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, into the right to receive an amount in cash equal to, to the quotient of dividing the Gross Merger Proceeds by the number of Fully Diluted Shares (the “Per Share Closing Amount”). The Per Share Closing Amount less the Per Share/Option/Warrant Escrow Amount (calculated in the manner provided for in Section 1.3(b)) shall be referred to herein as the “Adjusted Per Share Closing Amount.”
(l) Each holder of an Eligible Company Option and each holder thereof of a Company Warrant shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holderSection 1.3(b), the Per Share Purchase Price. Notwithstanding the foregoing, with respect to each share of Company Common Stock owned by any direct subject to a Company Option or indirect Subsidiary a Company Warrant, an amount in cash equal to the excess, if any, of the Per Share Closing Amount over the applicable exercise price of such Eligible Company shall remain outstanding as shares Option or Company Warrant (the “Per Option/Warrant Share Closing Amount”). The Per Option/Warrant Share Closing Amount for each applicable Company Option and Company Warrant less the Per Share/Option/Warrant Escrow Amount (calculated in the Surviving Corporation, and no payment manner provided for in Section 1.3(b)) shall be made with respect thereto.
(k) Each share of Company Common Stock and each share of Company Preferred Stock held referred to herein as treasury stock by the Company immediately prior to the Effective Time shall be cancelled and retired, and shall cease to exist, and no payment shall be made with respect thereto.“Adjusted Option/
Appears in 1 contract
Sources: Merger Agreement (Bel Fuse Inc /Nj)
Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement, the Certificate of Ownership The terms and Section 1110 conditions of the CCC, automatically and without further actionmerger are (in addition to those set forth elsewhere in this Plan) as follows:
(a) Merger Sub On the effective date of the merger:
(1) FGCC shall be merged with into MergerCo to form a single corporation, and into MergerCo shall be and is designated herein as the Company and the Surviving Corporation.
(2) The separate existence of Merger Sub FGCC shall cease.
(b3) The Company shall continue as the Surviving Corporation in shall have all 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 immunities and powers, and shall be subject to all duties and liabilities of a corporation organized under the laws of the state of Nevada.
(4) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises of the Company and Merger Sub a public, as well as of a private, nature of FGCC, and all of their property, real, personal and mixed, and all debts due on of whatever account account, including subscriptions to either shares and all other choses in action, and all and every other interest of the Company or Merger Sub belonging to or due to FGCC shall vest be taken and deemed to be transferred to and vested in the Surviving Corporation, Corporation without further act or deed, except as contemplated . The title to any real estate or any interest herein vested in FGCC shall not revert or be in any way impaired by this Agreement.
(e) reason of the merger. The Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of each FGCC. Any claim existing or action or proceeding pending by or against FGCC may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of the Company and Merger Sub and the liabilities of the Company and Merger Sub shall not be affected nor shall FGCC. Neither the rights of creditors thereof or nor any liens on the property of any Persons dealing with FGCC shall be impaired by the Company or Merger Sub merger. Notwithstanding the foregoing, all intercompany claims and obligations of MergerCo and FGCC shall be impairedeliminated upon the effective date of the merger.
(fb) (i) The articles of incorporation On the effective date of the Company as in effect immediately prior to merger, the Effective Time shall be the articles board of incorporation directors of the Surviving Corporation until and the members thereof shall be and consist of the members of the board of directors of MergerCo as of even date therewith, to serve 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 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.
(c) On the effective date of the merger, the officers of the Surviving Corporation shall be and consist of the officers of MergerCo as of even date therewith, such officers to serve 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, bylaws of the Surviving Corporation and until their respective successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with such bylaws and the articles of incorporation and bylaws laws of the Surviving Corporation.
(h) Each share state of common stock Nevada. If, on the effective date of Merger Sub issued and outstanding immediately prior to the Effective Time merger, a vacancy shall be automatically converted into and become one fully paid and nonassessable share exist in the board of common stock directors or in any of the offices of the Surviving Corporation, whereupon Buyer shall own all of such vacancy may be filled in the issued and outstanding capital stock manner provided in the bylaws of the Surviving Corporation.
(i) Each share of Company Preferred Stock issued Corporation and outstanding immediately prior to the Effective Time (other than (x) shares of Company Preferred Stock held by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery laws of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share state of Company Preferred Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect theretoNevada.
(j) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock held by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Common Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(k) Each share of Company Common Stock and each share of Company Preferred Stock held as treasury stock by the Company immediately prior to the Effective Time shall be cancelled and retired, and shall cease to exist, and no payment shall be made with respect thereto.
Appears in 1 contract
Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement, the Certificate of Ownership The terms and Section 1110 conditions of the CCC, automatically and without further actionMerger are as follows:
(a) At the effective time of the Merger, the separate existence and corporate organization of Bank Services shall cease, except insofar as they may be continued by statute. Except as specifically set forth herein, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of TIG shall continue unaffected and unimpaired by the Merger Sub and, at the effective time of the Merger, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of Bank Services shall be merged with into TIG and into the Company and the separate existence of Merger Sub shall cease.
(b) The Company shall continue TIG shall, 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 deedbe fully vested therewith. Except as otherwise specifically set forth herein, except as contemplated by this Agreement.
(e) The Surviving Corporation at the effective time of the Merger, TIG shall be responsible for obligated to perform or pay all obligations and liabilities of Bank Services, which obligations and liabilities TIG expressly assumes and agrees to perform or pay, subject to the effectuation of the liabilities Merger. Notwithstanding the foregoing, the parties hereto acknowledge and agree that: (i) the obligations of each of the Company individual shareholders party to that certain Acquisition and Merger Sub Agreement dated as of November 26, 1996 (the "Prior Bank Services Merger Agreement") by and among Bank Services, InterCept Holdings Inc. (n/k/a The InterCept Group, Inc.), Intercept Acquisitions, Inc. and the liabilities of the Company and Merger Sub individual shareholders named therein shall not be affected nor extinguished or merged out of existence, but shall survive the rights merger and remain independent obligations of creditors thereof or of any Persons dealing with such shareholders for 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 duration specified in the Surviving Corporation’s Organizational Documents and in accordance with the CCC, Prior Bank Services Merger Agreement and (ii) the bylaws of the Company as in effect immediately prior any rights Bank Services has pursuant to the Effective Time Prior Bank Services Merger Agreement 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 inure 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 benefit of the Surviving Corporation.
(hb) Each share At the effective time of common stock the Merger, the Articles of Merger Sub issued and outstanding immediately prior to Incorporation of TIG shall become the Effective Time shall be automatically converted into and become one fully paid and nonassessable share Articles of common stock Incorporation of the Surviving Corporation and shall thereafter continue to be the Surviving Corporation, whereupon Buyer shall own all 's Articles of Incorporation until changed as provided by law.
(c) At the effective time of the issued and outstanding capital stock Merger, the Bylaws of TIG shall become the Bylaws of the Surviving Corporation and shall thereafter continue to be the Surviving Corporation's Bylaws until changed as provided therein.
(id) Each share At the effective time of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Preferred Stock held by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted intoMerger, the right to receive an amount in cash equal to, directors and each holder thereof shall be entitled to receive, subject to the execution and delivery officers of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Preferred Stock owned by any direct Surviving Corporation shall continue in office until they resign or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, until their successors are elected and no payment shall be made with respect theretoqualified.
(j) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock held by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Common Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(k) Each share of Company Common Stock and each share of Company Preferred Stock held as treasury stock by the Company immediately prior to the Effective Time shall be cancelled and retired, and shall cease to exist, and no payment shall be made with respect thereto.
Appears in 1 contract
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 On the effective date of the merger, the Merged Corporation shall be merged merge with and into the Company Surviving Corporation. From and after the effective date of merger, the Surviving Corporation shall continue to exist as a corporation under the laws of the State of Delaware, except that its name shall be changed to Phoenix Color Corp. as further set forth herein, and the separate existence of Merger Sub Merged Corporation shall ceaseno longer exist.
(b) The Company After the effective date of the merger, and upon surrender of any certificates therefor, (i) each issued and outstanding share of Class A Common Stock of the Merged Corporation held by shareholders of the Merged Corporation shall continue as be exchanged for one (1) share of Class A Common Stock of the Surviving Corporation, and (ii) each issued and outstanding share of Class B Common Stock of the Merged Corporation held by shareholders of the Merged Corporation shall be exchanged for one (1) share of Class B Common Stock of the Surviving Corporation. Any shares of Class A or Class B Common Stock of the Merged Corporation which are held in the Mergertreasury of the Merged Corporation as of the effective date of the merger will be exchanged for and replaced by a like number of shares of Class A and Class B Common Stock of the Surviving Corporation, on a share-for-share basis.
(c) The effect Any share of Class A Common Stock of the Merger will be as provided in Section 1107 Surviving Corporation owned by the Merged Corporation on the effective date of the CCCmerger, and all rights in respect thereof, shall cease to exist, the certificate therefor shall be cancelled and eliminated, and no shares of the Surviving Corporation shall be issued in exchange therefor.
(d) All This merger shall be consummated in accordance with the laws of the estatestates of Delaware and New York.
(e) Upon the effective date of the merger, propertiesthe separate existence of the Merged Corporation shall cease and shall be merged, rightsin accordance with the provisions of this Plan and Agreement of Merger, into the Surviving Corporation. The Surviving Corporation shall survive such merger and shall continue in existence and shall, without other actions or instruments of transfer (except as may be required by applicable law), succeed to and possess all privileges, immunities, powers and franchises purposes of the Company and Merger Sub and all of their property, real, personal and mixedMerged Corporation, and all debts due on whatever account to either rights and property of the Company Merged Corporation of any kind whatsoever, whether real or Merger Sub personal, tangible or intangible, defined or inchoate, including, without limitation, all contractual rights, claims, causes of action, and every other conditional or unconditional right or privilege of the Merged Corporation, and every such privilege, immunity, power, purpose, right, property or other asset of the Merged Corporation shall vest in the Surviving Corporation, Corporation without further act or deed, except as contemplated by this Agreement.
(e) . The Surviving Corporation shall assume, succeed to and be responsible liable for all liabilities, obligations and penalties of the liabilities Merged Corporation of any and obligations of each all kinds, including, without limitation, its contractual obligations. No liability or obligation due or to become due, or claim or demand for any cause existing against either of the Company Surviving Corporation or the Merged Corporation, or against any shareholder, officer or director thereof, shall be released or impaired by such merger. No action or proceeding, civil or criminal, then pending by or against either of such Corporations, or against any shareholder, officer or director thereof, shall ▇▇▇▇▇ or be discontinued by such merger, but may be enforced, prosecuted, settled or compromised as if such merger had not occurred, or, alternatively, the Surviving Corporation may be substituted in any such action in the place and Merger Sub and the liabilities stead 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 impairedMerged Corporation.
(f) (i) The articles of incorporation At the effective date of the Company as in effect immediately prior to merger, the Effective Time shall be the articles Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided in the Surviving Corporation’s Organizational Documents and in accordance with the CCCshall continue to exist, and (ii) the bylaws except that such Certificate of the Company as in effect immediately prior to the Effective Time Incorporation shall be amended to change the bylaws name of the Surviving Corporation until thereafter amended as provided to Phoenix Color Corp., which change shall be reflected in Surviving Corporation’s Organizational Documents a Certificate of Ownership and in accordance with the CCCMerger to filed pursuant to this Plan and Agreement of Merger.
(g) The By-Laws of the Surviving Corporation, as they exist on the effective date of the merger, shall be and remain the By-Laws of the Surviving Corporation until they shall be altered, amended or repealed as provided therein.
(h) The directors and officers of Merger Sub, in each case, the Merged Corporation immediately prior to the Effective Time shall, from and after Effective Time, effective date of the merger shall be the directors of the Surviving Corporation until their respective successors are duly elected and officersqualified as set forth in the By-Laws of the Surviving Corporation, respectively, or as otherwise provided by law.
(i) The officers of the Merged Corporation immediately prior to the effective date of the merger shall be the officers of the Surviving Corporation until their successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of manner provided in 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 By-Laws 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 Effective Time (other than (x) shares of Company Preferred Stock held or as otherwise provided by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Preferred Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect theretolaw.
(j) Each share The first annual meeting of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares shareholders of Company Common Stock the Surviving Corporation held by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to after the Securities Sale, which date when the merger becomes effective shall be cancelled, (y) shares the annual meeting provided or to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, provided by the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Common Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect theretoBy-Laws thereof.
(k) Each share The first meeting of Company Common Stock the Board of Directors of the Surviving Corporation to be held after the date when the merger shall become effective may be called or may convene in the manner provided in the By-Laws of the Surviving Corporation and each share may be held at the time and place specified in the notice of Company Preferred Stock held as treasury stock by the Company immediately meeting.
(l) The Chairman or President, the Chief Financial Officer and the Secretary or Assistant Secretary of the Merged Corporation and the Surviving Corporation, respectively, are authorized and directed to execute Certificates of Ownership and Merger to effect the merger.
(m) The officers of the Merged Corporation and the Surviving Corporation are authorized and directed to take any and all actions and to make, execute, deliver, file and record any and all instruments and documents necessary to effect any of the provisions of the merger pursuant to this Plan and Agreement of Merger.
(n) If, at any time prior to the Effective Time effective date of the merger, any events or circumstances occur which, in the opinion of a majority of the Board of Directors of either the Merged Corporation or the Surviving Corporation, renders it inadvisable to consummate the merger, this Plan and Agreement of Merger shall not become effective even though previously approved by the stockholders of either of the Merged Corporation or the Surviving Corporation. However, the filing of a Certificate of Ownership and Merger shall conclusively establish that no action to terminate this Plan of Merger has been taken by the Board of Directors of either of such Corporations.
(o) The Surviving Corporation shall pay all the expenses of carrying this Plan and Agreement of Merger into effect and of accomplishing the merger.
(p) For the convenience of the parties and to facilitate approval of this Plan and Agreement of Merger, any number of counterparts thereof may be executed, and each such executed counterpart shall be cancelled and retired, and shall cease deemed to exist, and no payment shall be made with respect theretoan original instrument.
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Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement, Agreement and the Certificate of Ownership and Section 1110 of the CCCMerger, automatically and without further action:
(a) Merger Sub The Acquirer shall be merged with and into the Company and the separate existence of Merger Sub the Acquirer shall cease.
(b) The Company shall continue as the Surviving Corporation surviving corporation in the MergerMerger (the "Surviving Corporation").
(c) The effect of the Merger will be as provided in Section 1107 the applicable provisions of the CCCDelaware General Corporation Law, as amended (the "DGCL").
(d) All of the estate, properties, rights, privileges, powers and franchises of the Company and Merger Sub the Acquirer and all of their property, real, personal and mixed, and all debts due on whatever account to either of the Company or Merger Sub the Acquirer 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 the Acquirer and the liabilities of the Company and Merger Sub the Acquirer shall not be affected nor shall the rights of creditors thereof or of any Persons dealing with the Company or Merger Sub the Acquirer be impaired.
(f) (i) The articles Certificate of incorporation Incorporation of the Company Surviving Corporation shall be the same as in effect the Certificate of Incorporation of the Acquirer immediately prior to the Effective Time Time, except that the name of the corporation set forth therein shall be changed to the articles of incorporation name 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 CCCCompany.
(g) The directors and officers Bylaws of Merger Sub, in each case, the Surviving Corporation shall be the same as the Bylaws of the Acquirer immediately prior to the Effective Time shallTime, from except that the name of the corporation set forth therein shall be changed to the name of the Company.
(h) From and after the Effective Time, be the board of directors and officers, respectively, of the Surviving Corporation will consist of the individuals then serving as the directors of the Acquirer. Each such director will hold office, subject to the applicable provisions of the Certificate of Incorporation and the Bylaws of the Surviving Corporation, until their successors have been the next annual meeting of stockholders of the Surviving Corporation and until its successor shall be duly elected or appointed and qualified shall duly qualify. If, at 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 after the Effective Time Time, a vacancy shall exist in the board of directors by reason of death or inability to act, or for any other reason, such vacancy may be automatically converted into and become one fully paid and nonassessable share of common stock of filled in the Surviving Corporation, whereupon Buyer shall own all of manner provided in the issued and outstanding capital stock Bylaws of the Surviving Corporation.
(i) Each share of Company Preferred Stock issued From and outstanding immediately prior to after the Effective Time (other than (xTime, the individuals set forth on Schedule 1.2(i) shares of Company Preferred Stock held by Buyer or Merger Sub, including all shares of Company Preferred Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery officers of the Shareholder Required Documentation (Surviving Corporation and shall act as defined below) by such holderand hold the offices set forth opposite their names until their respective successors are duly elected or appointed and qualified. If, at or after the Per Share Purchase Price. Notwithstanding the foregoingEffective Time, each share of Company Preferred Stock owned by a vacancy shall exist in any direct or indirect Subsidiary of the Company shall remain outstanding as shares offices of the Surviving Corporation by reason of death or inability to act, or for any other reason, such vacancy may be filled in the manner provided in the Bylaws of the Surviving Corporation, and no payment shall be made with respect thereto.
(j) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares of Company Common Stock held by Buyer or Merger Sub, including all shares of Company Common Stock purchased by Merger Sub pursuant to the Securities Sale, which shall be cancelled, (y) shares to be cancelled in accordance with Section 1.11(k) and (z) Dissenting Shares (as defined below)) shall become, and be converted into, the right to receive an amount in cash equal to, and each holder thereof shall be entitled to receive, subject to the execution and delivery of the Shareholder Required Documentation (as defined below) by such holder, the Per Share Purchase Price. Notwithstanding the foregoing, each share of Company Common Stock owned by any direct or indirect Subsidiary of the Company shall remain outstanding as shares in the Surviving Corporation, and no payment shall be made with respect thereto.
(k) Each share of Company Common Stock and each share of Company Preferred Stock held as treasury stock by the Company immediately prior to the Effective Time shall be cancelled and retired, and shall cease to exist, and no payment shall be made with respect thereto.
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