c) Cancellation of shares. As of the date of the entry into force, all shares of the company`s genealogical action will no longer be pending and all shares of the company, including the common share, will be terminated and withdrawn and will no longer exist, and subject to Section 2.03, each holder of: (i) a certificate that previously constituted shares of the company`s genealogical share (a “certificate”). , or (ii) all book registration actions that become shares of the company immediately before the actual moment (a book-entry share) subject to the applicable law in the event of derogatory actions, no longer have rights to the derogatory shares, with the exception of the right to obtain reflection on the merger in accordance with Section 2.02. The steps are defined in the merger agreement and are obtained through stock conversion. As in any triangular structure, three companies are involved, the acquirer (usually referred to as the “parent company”), the merger subsidiary (often referred to creatively as “Merger Sub”) and the objective (often referred to as “company”). Each of them issued shares issued and outstanding by the shareholders. But the entirety of Merger Sub`s stock is held by the parent company. The purchaser must also respect the continuity of the interest rate rule, i.e. the merger may be tax-exempt if the shareholders of the acquired company hold a stake in the absorbed company.
In addition, the purchaser must be approved by the boards of directors of both companies. An inverted triangular merger is the creation of a new company that arises when an absorbing company creates a subsidiary, the subsidiary acquires the company concerned and the subsidiary is then absorbed by the target company. Below is an example of the language in a simple fusion agreement for an inverted triangular fusion. Section 2.01 (b) deals with the conversion of the Company`s common shares into a merger review (in this case $1.71 per share). Section 2.01 (d) deals with the conversion of Merger Sub shares into common shares of the Company (known as the Surviving Corporation, as it will continue after the merger). A reverse triangular merger can be considered a tax-exempt reorganization if 80% of the seller`s shares are acquired with the stock of the voting buyer`s shares; non-share consideration must not exceed 20% of the total amount.