Contribution and Liquidation. All assets and properties owned, leased and operated by ILM II Holding and all receivables due to ILM II Holding from any person or entity, in each case shall be transferred, contributed and assigned to the Company, and immediately prior to the Merger, ILM II Holding shall be liquidated or merged with and into the Company in a transaction pursuant to Section 332 of the Code, and as a result of such merger or liquidation, the separate corporate existence of ILM II Holding shall have been terminated and the Company thereupon shall own all of the assets of ILM II Holding.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Capital Senior Living Corp), Agreement and Plan of Merger (Ilm Ii Senior Living Inc /Va), Agreement and Plan of Merger (Ilm Ii Senior Living Inc /Va)
Contribution and Liquidation. All assets and properties owned, leased and operated by ILM II Holding and all receivables due to ILM II Holding from any person or entity, in each case shall be transferred, contributed and assigned to the Company, and immediately prior to the Merger, ILM II Holding shall be liquidated or merged with and into the Company in a transaction pursuant to Section 332 of the Code, and as a result of such merger or liquidation, the separate corporate existence of ILM II Holding shall have been terminated and the Company thereupon shall own all of the assets of ILM II Holding.
Appears in 4 contracts
Samples: Trust Agreement (Ilm Senior Living Inc /Va), Agreement and Plan of Merger (Capital Senior Living Corp), Agreement and Plan of Merger (Ilm Senior Living Inc /Va)
Contribution and Liquidation. All assets and properties owned, leased and operated by ILM II Holding and all receivables due to ILM II Holding from any person or entity, in each case shall be transferred, contributed and assigned to the Company, and immediately prior to the Merger, ILM II Holding shall be liquidated or merged with and into the Company in a transaction pursuant to Section 332 of the Code, and as a result of such merger or liquidation, the separate corporate existence of ILM II Holding shall have been terminated and the Company thereupon shall own all of the assets of ILM II Holding.. ARTICLE V ADDITIONAL AGREEMENTS
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capital Senior Living Corp)
