Merger Agreement
Category: 270 Legal Recent Posts, Merger
MERGER AGREEMENT
Premier Data Services, Inc. (“Premier”), Premier Data Services Acquisition, Inc. (“Acquisition”), FuGEN, Inc. (’FuGEN”), and the Stockholders of FuGEN listed on the signature page hereof (“Stockholders”) agree as follows effective the day set forth on the signature page below.
***
ARTICLE II
MERGER
2.01 Merger, Upon the terms and subject to the conditions of this Agreement, as of the Effective Date, FuGEN shall merge with and into Acquisition and the separate corporate existence of FuGEN shall thereafter cease (the “Merger”). Acquisition shall be the surviving corporation of the Merger (sometimes referred to as the “Surviving Corporation”) and shall continue to be governed by the laws of the state of Delaware, under separate corporate existence, with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger, except as otherwise set forth in this Article U. Immediately, following the Merger. Acquisition shall change its name to FuGEN, Inc. Acquisition and FUGEN arc the “Constituent Corporations” in the Merger within the means of Section 251 of the Delaware General Corporation Law. The Merger shall have the effects specified in such Delaware law and in this Agreement.
===
Click here for the complete Merger Agreement