THE FIRST STEP MERGER Sample Clauses

The "First Step Merger" clause defines the initial phase in a multi-step merger transaction, typically involving the combination of two entities through a preliminary merger before a subsequent consolidation or restructuring. In practice, this clause outlines the mechanics of how the first merger is executed, such as the transfer of shares, the designation of surviving entities, and the legal effect on the parties involved. Its core function is to establish a clear legal framework for the initial merger step, ensuring that all parties understand the sequence of events and their respective roles, thereby reducing ambiguity and facilitating a smooth transition to subsequent merger steps.
THE FIRST STEP MERGER. At the First Step Effective Time and subject to and upon the terms and conditions of this Agreement and the DGCL, as part of an integrated transaction and plan of merger with the Second Step Merger, the First Step Merger shall be consummated, whereby Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall, subject to the requirements of Section 1.2, continue as the First Step Surviving Corporation and as a direct wholly owned subsidiary of Parent.
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THE FIRST STEP MERGER. The First Step Merger. Subject to the terms and conditions of this Agreement, in accordance with the Massachusetts Business Corporation Law (the "MBCL") and the General Corporation Law of the State of Delaware (the "DGCL"), at the First Effective Time, Crompton shall merge with and into Newco. Newco shall be the surviving corporation in the First Step Merger and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the First Step Merger, the separate corporate existence of Crompton shall terminate.
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THE FIRST STEP MERGER. Subject to the terms and conditions of this Agreement, Firstar shall be merged with and into Firstar (WI) in accordance with the Wisconsin Business Corporation Law (the "WBCL") and the separate corporate existence of Firstar shall cease. Firstar (WI) shall be the surviving corporation of the First Step Merger, shall continue its corporate existence under the name "Firstar Corporation" and shall continue to be governed by the laws of the State of Wisconsin.
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THE FIRST STEP MERGER. The First Step Merger. Subject to the terms and conditions of this Agreement, in accordance with the General Corporation Law of the State of Ohio (the "OGCL") and the General Corporation Law of the State of Delaware (the "DGCL"), at the First Effective Time, BANC ONE shall merge with and into Newco. Newco shall be the surviving corporation in the First Step Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the First Step Merger, the separate corporate existence of BANC ONE shall terminate.
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THE FIRST STEP MERGER. Subject to the terms and conditions of this Agreement, Merger Sub shall be merged with and into Firstar in accordance with the Wisconsin Business Corporation Law (the "WBCL") and the separate corporate existence of Merger Sub shall cease. Firstar shall be the surviving corporation of the First Step Merger and shall continue its corporate existence under the name "Firstar Holdings Corporation." Firstar (WI) shall become the ultimate parent holding company for Firstar after the First Step Merger and shall continue to be governed by the laws of the State of Wisconsin.
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THE FIRST STEP MERGER. SECTION 1.1 The First Step Merger. Upon the terms and conditions of this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and the Business Corporation Law of the State of Indiana (the "IBCL"), at the First Effective Time (as defined in Section 1.2), Meritor shall merge with and into Newco. Newco shall be the surviving corporation in the First Step Merger and shall continue its corporate existence under the laws of the State of Indiana. Upon consummation of the First Step Merger, the separate corporate existence of Meritor shall terminate.
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THE FIRST STEP MERGER. Upon the terms and subject to the conditions of this Agreement, at the Effective Time and in accordance with the California Corporations Code (the “Cal Code”), First-Step Merger Sub shall be merged with and into the Company pursuant to which (a) the separate corporate existence of First-Step Merger Sub shall cease, (b) the Company shall be the surviving corporation in the First-Step Merger (the “Interim Surviving Corporation”) and shall continue its corporate existence under the Laws of the State of California as a wholly-owned Subsidiary of the Acquiror, and (c) in accordance with the Cal Code all of the properties, rights, privileges, powers and franchises of the Company and First-Step Merger Sub will vest in the Interim Surviving Corporation, and all of the debts, liabilities, obligations and duties of the Company and First-Step Merger Sub will become the debts, liabilities, obligations and duties of the Interim Surviving Corporation.
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THE FIRST STEP MERGER. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the First Step Merger Effective Time and as part of an integrated transaction and plan of merger with the Second Step Merger, the First Step Merger shall be consummated, whereby Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall, subject to the requirements of Section 2.2, continue its corporate existence as the First Step Surviving Corporation and shall continue to be governed by the laws of the State of Delaware pending consummation of the Second Step Merger.
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THE FIRST STEP MERGER. SECTION 1.1 The First Step Merger. Upon the terms and conditions of this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and the Business Corporation Law of the State of Indiana (the "IBCL"), at the First Effective Time (as defined in Section 1.2), Meritor shall merge with and into Newco. Newco shall be the surviving corporation in the First Step Merger and shall continue its corporate existence under the laws of the State of Indiana. Upon consummation of the First Step Merger, the separate corporate existence of Meritor shall terminate.
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Related to THE FIRST STEP MERGER

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

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

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

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

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