Formation of the Corporation. (a) Each of Duke and Philxxxx xxxees to take such corporate action as is necessary and desirable to cause (i) PGCSI to be merged with and into DEFS Holding, with DEFS Holding surviving (such surviving corporation, the "Corporation," and such merger, the "Merger"), immediately prior to the consummation of the IPO and (ii) an Agreement of Merger substantially in the form of Exhibit A (the "Agreement of Merger") to be filed in accordance with the Delaware General Corporation Law.
Formation of the Corporation a.A corporation under the name GlobeStar Energy Corporation, or such other name as may mutually agreed upon by the parties hereto (the "Corporation"), shall be organized in a jurisdiction to be determined by the parties hereto;
Formation of the Corporation. Each of Duke and Phillips agree to take such corporate action as is necessary and desixxxxx xx cause Phillips Member Parent to be merged with and into the Duke Member, wixx xxx Xuke Member surviving (such surviving corporation, the "CORPORATION," and such merger, the "MERGER"), immediately prior to the consummation of the IPO. Phillips represents, warrants and agrees that at the time of such Merxxx, (x) Phillips Member Parent shall have no assets or liabilities, contingenx xx xxxerwise, other than through its ownership of its interest in Phillips Member and (ii) Phillips Member shall hxxx xx xssets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. Duke represents, warrants and agrees that at the time of the Merger, the Duke Member shall have no assets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. Following the Merger and prior to the consummation of the IPO, the percentage of the total number of issued and outstanding shares of Corporation Common Stock owned by (i) Phillips and its Affiliates (other than the Corporation and its Subsixxxxxxx) shall equal the quotient, expressed as a percentage, of (x) Phillips' Corporation Interest upon the consummation of the IPO deterxxxxx xx accordance with Section 3.3(b)(2) divided by (y) the sum of Phillips' Corporation Interest and Duke's Corporation Interest upon txx xxxxxmmation of the IPO determined in accordance with Section 3.3(b)(2) and Section 3.3(b)(3), respectively, and (ii) Duke and its Affiliates (other than the Corporation and its Subsidiaries) shall equal the quotient, expressed as a percentage, of (x) Duke's Corporation Interest upon consummation of the IPO determined in accordance with Section 3.3(b)(3) divided by (y) the sum of Duke's Corporation Interest and Phillips' Corporation Interest upon consummation of the IPO determinex xx xxxordance with Section 3.3(b)(3) and Section 3.3(b)(2), respectively. If necessary, for purposes of the above calculation only, Duke and Phillips shall estimate in good faith the Average Market Price and thx xxxxxx of shares of Corporation Common Stock to be sold to the public. Duke agrees to cause the Duke Shareholder and Phillips agrees to cause the Phillips Shareholder, respectively, to vxxx xxx shares to cause the Cxxxxxxxxon upon consummation of the IPO to have a single class of common stock (the "CORPORATION COMMON STOCK") outstanding and no other classe...
Formation of the Corporation
