Formation of Merger Sub. Prior to the time of Closing, CTC shall cause Merger Sub to be incorporated and organized under the laws of the State of Delaware and thereafter to execute and deliver the Plan of Merger. Immediately after the incorporation of Merger Sub, CTC shall purchase all of the authorized shares of capital stock of Merger Sub and shall make no disposition or transfer of such shares pending the Closing.
Formation of Merger Sub. As promptly as reasonably practicable (but in no event later than ninety (90) days) after the date hereof, Parent shall cause Merger Sub to be formed as a wholly owned exempted company with limited liability under the laws of the Cayman Islands. Promptly thereafter Parent shall cause Merger Sub to join this Agreement by signing a counterpart signature page hereto or by signing a deed of adherence or similar document in form reasonably satisfactory to the Company (at the direction of the Independent Committee), and, if appropriate to cause Merger Sub to join this Agreement, Parent and the Company also shall sign such deed or document. Parent shall take such actions as are necessary to cause the board of directors of Merger Sub to approve this Agreement, the Plan of Merger and the Transactions, and Parent, as the sole shareholder of Merger Sub, shall authorize and approve the execution, delivery and performance of this Agreement, the Plan of Merger and the consummation of the Transactions (to which Merger Sub is a party) by Merger Sub. Notwithstanding any provision herein to the contrary, (i) the obligations of Merger Sub to perform its covenants under this Agreement, and of Parent to cause Merger Sub to take any actions, shall commence only at the time Merger Sub so joins this Agreement; and (ii) each representation and warranty made by or with respect to Merger Sub shall be deemed not made until Merger Sub’s joinder of this Agreement, in each case as described herein, and any references to the date of this Agreement with respect thereto shall refer to the date of Merger Sub’s joinder.
Formation of Merger Sub. Parent shall form Merger Sub as promptly as practicable, but in any event within five (5) Business Days, following the date hereof, and shall cause Merger Sub, upon its formation, to execute and delivery the Joinder Agreement and agree to be bound hereunder. Merger Sub’s articles of incorporation and bylaws shall be in a form reasonably acceptable to Parent and the Company.
Formation of Merger Sub. Parent has caused Xxxxxx Sub to be organized under the laws of the State of Delaware.
Formation of Merger Sub. Certificate of Incorporation and Bylaws of ------------------------------------------------------------------- Surviving Corporation. ---------------------
(a) Prior to the Effective Time, MCS and NetIQ agree to take such action as is necessary to amend this Agreement to add Merger Sub as a party. NetIQ agrees to take such action as is necessary to cause Merger Sub to perform the various covenants and agreements contained herein which are contemplated herein to be performed by Merger Sub. Any covenants or agreements of Merger Sub contained herein shall be binding on such entity as of the time such entity becomes a party to this Agreement.
(b) The Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that the name of the Surviving Corporation shall be changed to Mission Critical Software Inc.
(c) The Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended.
(d) At the Effective Time, NetIQ shall take all necessary actions to change its name to such name as shall be agreed by MCS and NetIQ.
Formation of Merger Sub. As soon as practicable following the date of this Agreement, BBVA shall cause Merger Sub to be duly organized as a wholly-owned Subsidiary of BBVA and to become a party to this Agreement by executing and delivering a supplement hereto. Prior to the Closing, BBVA shall cause the Merger Sub Board of Directors and the sole stockholder of Merger Sub to approve the Merger and the consummation of the transactions described in this Agreement, and shall cause the transactions contemplated hereby to be authorized and approved by all necessary corporate action on the part of Merger Sub.
Formation of Merger Sub. Parent has caused Merger Sub to be incorporated under the Laws of the State of Delaware.
Formation of Merger Sub. Parent shall duly form Merger Sub as a wholly owned subsidiary of Parent incorporated in Delaware and shall cause Merger Sub to execute and deliver this Agreement prior to the Closing. For the avoidance of doubt, the failure of Merger Sub to sign this Agreement on the date hereof shall not call into question the binding and enforceable nature of this Agreement among those parties who have executed and delivered this Agreement as of the date hereof. Parent shall cause the board of directors of Merger Sub to approve and adopt this Agreement and shall vote its shares or consent in writing to the adoption of this Agreement in its capacity as the sole stockholder of Merger Sub.
Formation of Merger Sub. As promptly as reasonably practicable following the date hereof, the Company shall form Merger Sub and shall cause Merger Sub to join this Agreement by executing a joinder to this Agreement substantially in the form attached hereto as Exhibit E and to assume all of the rights and obligations of Merger Sub hereunder.
Formation of Merger Sub. Promptly after the execution of this Agreement, Parent shall incorporate Merger Sub under the DGCL, and as soon as practicable thereafter and prior to the Effective Time, Parent, the Company and Merger Sub shall enter into an amendment to this Agreement pursuant to which Merger Sub shall become a Party to this Agreement.
