Divisive Merger Clause Samples
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Divisive Merger. Any reference to a merger, consolidation, amalgamation, distribution, assignment, sale, transfer, disposition or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets of or to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, distribution, assignment, sale, transfer, disposition or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).
Divisive Merger. Seller shall execute an agreement and plan of merger in substantially the form of EXHIBIT 9.2(D) (the "Agreement and Plan of Merger") pursuant to which Seller shall effect a merger of the Company pursuant to the provisions of the Texas Business Corporation Act, the principal purpose of which will be to divide the Company into (i) a newly formed Texas corporation owning the Arp Pipeline Segment and liabilities associated therewith ("Land Newco"), (ii) a newly-formed Texas corporation owning the McMurrey Pipeline System (other than the Arp Pipeline Segment) and l▇▇▇▇▇▇▇▇es associated therewith and all of the Company's right, title and interest in and to the name or mark "McMurrey" and all variations and derivations thereof ("Pipelin▇ ▇▇wc▇") ▇▇▇ (iii) a surviving corporation continuing the remaining business of the Company and owning the Old Refinery Site and liabilities associated therewith. Immediately upon effecting such merger, Seller shall cause Pipeline Newco to execute and deliver to such surviving corporation a perpetual easement and right-of-way over and across the land to be owned by Pipeline Newco for ingress and egress to and from the Old Refinery Site, which easement and right-of-way shall be located substantially as described in SCHEDULE 9.2(D).