The Reverse Merger Sample Clauses

The Reverse Merger clause outlines the process by which a private company becomes publicly traded by merging with an existing public company, typically a shell corporation. In practice, this clause details the steps, conditions, and approvals required for the merger, such as due diligence, board consent, and regulatory filings. By providing a structured framework for the reverse merger, the clause facilitates a faster and often less expensive route to public markets compared to a traditional initial public offering, thereby solving the problem of lengthy and costly public listing procedures.
The Reverse Merger. (a) Subject to the terms and conditions of this Agreement, Disappearing Sub shall be merged with and into Val-Tex (the “Reverse Merger”) in accordance with the laws of the State of Texas, including the Texas Business Organizations Code (“TBOC”), whereupon the separate existence of Disappearing Sub shall cease, and Val-Tex shall be the surviving entity of the Reverse Merger (the “Initial Surviving Entity”). (b) As soon as practicable after satisfaction of (or to the extent permitted hereunder, waiver of) all conditions to Closing, Disappearing Sub and Val-Tex shall (i) file a certificate of merger (the “Reverse Certificate of Merger”) with the Texas Secretary of State, and make all such other filings or recordings required by the TBOC in connection with the Reverse Merger. The Reverse Merger shall become effective upon completion of the filing of the Reverse Certificate of Merger in accordance with the relevant provisions of the TBOC (the “Initial Effective Time”). (c) From and after the Initial Effective Time, the Initial Surviving Entity shall possess all the assets, liabilities, rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Disappearing Sub and Val-Tex, all as provided under the TBOC. (d) Prior to the Closing, Val-Tex shall (x) pay in full all of the following categories of Val-Tex’s expenses: Transaction Expenses, accounts payable, receiving accrual, sales tax, commissions payable, accrued franchise tax, accrued advertising, accrued employee retirement, accrued bonus expense, and dividends payable and (y) distribute as a dividend to its shareholders (after retaining an amount equal to all dividends declared and not paid to Val-Tex Shareholders because of Val-Tex’s inability to locate such Shareholders), all of Val-Tex’s remaining cash, accounts receivable and those assets unrelated to the Business (which may be sold prior to distribution) listed on Schedule 2.1(d).
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The Reverse Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Business Corporation Act (the “NBCA”) and the Delaware General Corporation Law (the “DGCL”), on the Closing Date (as defined below) Merger Sub I shall be merged with and into Company. At the Effective Time, the separate corporate existence of Merger Sub I shall cease, and Company shall continue as the surviving company in the Reverse Merger (the “Reverse Merger Surviving Company”) and as a wholly owned subsidiary of Parent.
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The Reverse Merger. Immediately following the Closing, the Company shall consummate the Reverse Merger, pursuant to which each Unit purchased herein shall, by virtue of the Reverse Merger and without any action on the part of the holders thereof, be converted into the right to receive one share of common stock of the Parent (the "Parent Common Stock") and a warrant to purchase one share of Parent Common Stock (the "Parent Warrants"). The Parent Warrants shall be in the form attached hereto as Exhibit C.
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The Reverse Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement, the Certificate of Merger attached hereto as EXHIBIT 1.1 (the "CERTIFICATE OF MERGER") and the applicable provisions of the Delaware General Corporation Law ("DELAWARE LAW"), Merger Sub shall be merged with and into Target, the separate corporate existence of Merger Sub shall cease and Target shall continue as the surviving corporation. Target as the surviving corporation after the Reverse Merger is hereinafter sometimes referred to as the "SURVIVING CORPORATION."
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The Reverse Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time Sub will merge with and into the Company pursuant to the Reverse Merger. Following the Effective Time of the Reverse Merger, the separate corporate existence of Sub shall cease and the Company shall survive and continue to exist as a Delaware corporation.
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The Reverse Merger. Subject to and promptly following the satisfaction or waiver of all the conditions precedent to the Reverse Merger set forth herein, the parties hereto shall cause the Reverse Merger to be consummated by filing with the California Secretary of State an Agreement of Merger (the "Agreement of Merger"), in such form as is required by, and executed in accordance with, the relevant provisions of the CCC (the time of such filing being the "Effective Time"). At the Effective Time, in accordance with this Agreement and the CCC, Acquisition Sub shall be merged with and into the Company, the separate existence of the Acquisition Sub shall cease and the Company shall continue as the surviving corporation. The Company and Acquisition Sub are sometimes referred to herein as the "Reverse Merger Constituent Corporations" and the Company is sometimes referred to herein as the "Reverse Merger Surviving Corporation." Provided that this Agreement has not been earlier terminated as provided herein, the parties hereto shall use commercially reasonable efforts to cause the Agreement of Merger to be filed with the California Secretary of State so that the Effective Time occurs on the Closing Date.
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Related to The Reverse Merger

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

  • Effective Time of 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.

  • 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.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

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