Transactions and Terms of Merger Clause Samples
The 'Transactions and Terms of Merger' clause defines the fundamental structure and mechanics of a merger between two or more entities. It typically outlines the specific steps involved in the merger process, such as the exchange of shares, the treatment of outstanding securities, and the timeline for completion. This clause ensures that all parties have a clear understanding of how the merger will be executed and what each party's rights and obligations are, thereby reducing uncertainty and facilitating a smooth transition.
Transactions and Terms of Merger. 1 1.1 Merger...............................................................1 1.2 Time and Place of Closing............................................1 1.3
Transactions and Terms of Merger. 1 1.1 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2 Time and Place of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.3
Transactions and Terms of Merger. 1
1.1 Merger 1 1.2 Time and Place of Closing 2 1.3 Effective Time 2
Transactions and Terms of Merger. 1
1.1 Merger 1 1.2 Bank Merger 1
1.3 Time and Place of Closing 2
1.4 Effective Time 2 1.5 Conversion of Business Bank Common Stock 2
1.6 SBC Common Stock 3 1.7 Business Bank Equity Awards 3
1.8 Organizational Documents of Surviving Corporation; Directors and Officers 4 1.9 Tax Consequences 4
Transactions and Terms of Merger. 1.1 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
Transactions and Terms of Merger. Section 1.1 Merger 2 Section 1.2 Bank Merger 2 Section 1.3 Closing 2 Section 1.4 Effective Time 2
Section 1.5 Organizational Documents of Surviving Corporation; Directors and Officers 3 Section 1.6 Tax Consequences 3 Section 1.7 Structure Change 3
Transactions and Terms of Merger. 1
1.1 Merger 1 1.2 Time and Place of Closing 2 1.3 Effective Time 2 2.1 Certificate of Incorporation 2 2.2 Bylaws 2 2.3 Directors and Officers 2
Transactions and Terms of Merger. 1
1.1 Merger 1 1.2 Time and Place of Closing 2 1.3 Subsequent Mergers 2 1.4 Restructuring of the Merger 2 1.5 Effective Time 2 2.1 Articles of Organization 3 2.2 Operating Agreement 3 2.3 Directors 3 2.4 Officers 3 2.5 Effects of the Merger 3
Transactions and Terms of Merger. 1.1 Merger 1.2 Bank Merger 1.3 Effective Time 1.4 Time and Place of Closing ARTICLE 2 TERMS OF MERGER 2.1 Articles of Incorporation 2.2 Bylaws 2.3 Directors. 2.4 Officers. ARTICLE 3 MANNER OF CONVERTING SHARES 3.1 Conversion of Target Shares 3.2 Cancellation of Stock Options ARTICLE 4 EXCHANGE OF SHARES 4.1 Exchange Procedures 4.2 Rights of Former Target Shareholders ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF TARGET 5.1 Organization, Standing, and Power 5.2 Authority of Target; No Breach By Agreement 5.3 Capital Stock 5.4 Target Subsidiaries 5.5 SEC Filings; Financial Statements 5.6 Absence of Undisclosed Liabilities 5.7 Loan Portfolio 5.8 Absence of Certain Changes or Events 5.9 Tax Matters 5.10 Allowance for Possible Loan Losses 5.11 Assets 5.12 Intellectual Property 5.13 Environmental Matters 5.14 Compliance with Laws 5.15 Labor Relations 5.16 Employee Benefit Plans 5.17 Material Contracts 5.18 Legal Proceedings 5.19 Regulatory Reports 5.20 Internal Accounting and Disclosure Controls 5.21 Community Reinvestment Act 5.22 Privacy of Customer Information 5.23 Technology Systems 5.24 Bank Secrecy Act Compliance 5.25 Target Disclosure Memorandum 5.26 Board Recommendation 5.27 Brokers ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER 6.1 Organization, Standing and Power 6.2 Authority of Purchaser; No Breach By Agreement 6.3 Capital Stock 6.4 Purchaser Subsidiaries 6.5 Financial Statements 6.6 Absence of Undisclosed Liabilities 6.7 Absence of Certain Changes or Events 6.8 Tax Matters 6.9 Compliance with Laws 6.10 Legal Proceedings 6.11 Internal Accounting and Disclosure Controls 6.12 Community Reinvestment Act 6.13 Board Recommendation 6.14 Brokers 6.15 Loan and Investment Portfolios 6.16 Allowance for Possible Loan Losses 6.17 Regulatory Reports 6.18 Bank Secrecy Act Compliance ARTICLE 7