Holdco Merger. At the HoldCo Merger Effective Time, (i) the certificate of incorporation of Merger Sub 1, as in effect immediately prior to the HoldCo Merger Effective Time, will be the certificate of incorporation of the HoldCo Merger Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation, and (ii) the bylaws of Merger Sub 1, as in effect immediately prior to the HoldCo Merger Effective Time, will be the bylaws of the HoldCo Merger Surviving Corporation until thereafter amended as provided by law, the certificate of incorporation of the HoldCo Merger Surviving Corporation and such bylaws.
Holdco Merger. At the HoldCo Merger Effective Time, the HoldCo Merger will have the effects as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the HoldCo Merger Effective Time, all the property, rights, privileges, powers and franchises of Merger Sub 1 will vest in the HoldCo Merger Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of Merger Sub 1 will become the debts, liabilities, obligations, restrictions, disabilities and duties of the HoldCo Merger Surviving Corporation.
Holdco Merger. Immediately following the Effective Time, on the terms and subject to the conditions set forth in this Agreement, the Holdco Merger shall occur in accordance with the Section 18-209 of the LLC Act, pursuant to which Xxxxx X0 will merge with and into Xxxxx X0, with Xxxxx X0 as the surviving entity (such surviving entity, “Holdco”), except that immediately prior to the Effective Time the operating agreement of Holdco shall be amended and restated in the form agreed between the parties. Subject to the provisions of this Agreement, at the Closing and immediately following the confirmation by the Secretary of State of the State of Delaware of the filing of the Hexion Merger Certificate and the Momentive Merger Certificate, Holdco will cause a certificate of merger (the “Holdco Merger Certificate”) relating to the Holdco Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 18-209(c) of the LLC Act (the time at which the Holdco Merger becomes effective, the “Holdco Merger Effective Time”).
Holdco Merger. Subject to the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law (the "DGCL"), at the HoldCo Merger Effective Time, Merger Sub 1 will be merged with and into HoldCo. As a result of the HoldCo Merger, the separate corporate existence of Merger Sub 1 will cease and HoldCo will continue as the surviving corporation in the HoldCo Merger (the "HoldCo Merger Surviving Corporation").
Holdco Merger. The directors of Merger Sub 1 immediately prior to the HoldCo Merger Effective Time will be the initial directors of the HoldCo Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the HoldCo Merger Surviving Corporation, until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub 1 immediately prior to the HoldCo Merger Effective Time will be the initial officers of the HoldCo Merger Surviving Corporation until their respective successors are duly appointed.
Holdco Merger. Lenders hereby consent to the merger of Intermediate Holdco with and into Ultimate Holdco (the “Holdco Merger”) at any time following the Closing Date. Upon consummation of the Holdco Merger, all intercompany loans and dividends permitted to be made to Intermediate Holdco may be made to Ultimate Holdco, as its successor, and all capital contributions and transactions permitted to be made or engaged in by Intermediate Holdco may be made or engaged in by Ultimate Holdco, as its successor.
Holdco Merger. (a) Following the Effective Time, Seller Holdco will merge with and into Purchaser U.S. Holding Company (the “Holdco Merger”), with Purchaser U.S. Holding Company as the surviving corporation in the Holdco Merger and, following the Holdco Merger, the separate corporate existence of Seller Holdco shall cease. The parties agree that the Holdco Merger shall become effective at such time following the Effective Time as Purchaser shall specify (the “Holdco Merger Effective Time”). On or prior to the Holdco Merger Effective Time, Parent Seller shall cause Seller Holdco, and Purchaser shall cause Purchaser U.S. Holding Company, to execute such certificates or articles of merger and such other documents and certificates as are necessary to effectuate the Holdco Merger.
(b) From and after the Holdco Merger Effective Time, the effect of the Holdco Merger shall be as provided in this Agreement and the applicable provisions of Delaware law.
(c) At the Holdco Merger Effective Time: (i) the certificate of incorporation of Purchaser U.S. Holding Company as in effect immediately prior to the Holdco Merger Effective Time shall be the certificate of incorporation of Purchaser U.S. Holding Company at and following the Holdco Merger Effective Time until amended in accordance with applicable Law; (ii) the bylaws of Purchaser U.S. Holding Company as in effect immediately prior to the Holdco Merger Effective Time shall be the bylaws of Purchaser U.S. Holding Company at and following the Holdco Merger Effective Time until amended in accordance with applicable Law;
Holdco Merger. 52 Section 4. FINANCIAL COVENANTS/REPORTING......................................52
Holdco Merger. Immediately following the Merger, Company, as the Interim Surviving Corporation, will merge with and into Buyer in the Holdco Merger. Buyer shall survive the Holdco Merger and shall continue its corporate existence under the laws of the Commonwealth of Massachusetts. Upon consummation of the Holdco Merger, the separate corporate existence of Company shall terminate.
Holdco Merger. Subject to Section 6.11(b), immediately following the Effective Time, Owner and the Surviving Corporation will enter into an agreement and plan of merger pursuant to which, immediately following the execution and approval thereof, Owner will merge with and into the Surviving Corporation. Subject to Section 6.11(b), the Surviving Corporation shall be the surviving entity in the Holdco Merger and, following the Holdco Merger, the separate corporate existence of Owner shall cease. The Surviving Corporation and Owner shall execute or cause the execution of such certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Holdco Merger effective (“Holdco Merger Certificates”) immediately following the Effective Time.
