Common use of Limitations on Merger Clause in Contracts

Limitations on Merger. Subject to Section 4.1 and Section 10.2, a Subsidiary Guarantor will not, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (a) such Person is a Successor Guarantor; (b) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instruments; (c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default will have occurred and be continuing; and (d) the Successor Guarantor (if other than such Subsidiary Guarantor) will have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (e) such sale or disposition or consolidation or merger does not violate Section 3.7. The Successor Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge or consolidate with an Affiliate of the Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in the United States, any state or territory thereof, the District of Columbia or the jurisdiction of such Guarantor, so long as the principal amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased thereby and the Person resulting from such merger or consolidation is or becomes an Issuer or a Subsidiary Guarantor, (2) a Subsidiary Guarantor may consolidate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets to an Issuer or another Subsidiary Guarantor, (3) a Subsidiary Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of a jurisdiction in the United States, so long as such Subsidiary Guarantor remains a Subsidiary Guarantor and (4) any Restricted Subsidiary may merge into any Subsidiary Guarantor, provided that, in the case of this clause (4), the surviving Person will be a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia or the jurisdiction of organization of such Restricted Subsidiary or Subsidiary Guarantor and the surviving Person of such merger (if not the Guarantor) is or will become a Subsidiary Guarantor upon the consummation of such merger.

Limitations on Merger. Subject to Section 4.1 and Section 10.2, a Subsidiary A Guarantor will not, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than the Merger) unless: (1) either (a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor; (b”) and the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee pursuant to a supplemental indenture or other documents (b) such sale or instrumentsdisposition or consolidation or merger is not in violation of Section 3.7; (c2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default will shall have occurred and be continuing; and (d3) the Successor Guarantor (if other than such Subsidiary Guarantor) will shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (e) such sale or disposition or consolidation or merger does not violate Section 3.7. The Successor Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge or consolidate with an Affiliate of the Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another state of the United States, any state or territory thereof, the District of Columbia or any territory of the jurisdiction of such GuarantorUnited States, so long as the principal amount of Indebtedness of the Issuer and the Restricted Subsidiaries Guarantor is not increased thereby and the Person resulting from such merger or consolidation is or becomes an Issuer or a Subsidiary Guarantorthereby, (2) a Subsidiary Guarantor may merge or consolidate with another Guarantor or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties the Issuer and assets to an Issuer or another Subsidiary Guarantor, (3) a Subsidiary Guarantor may convert into a corporation, partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of a jurisdiction in the United States, so long as such Subsidiary Guarantor remains a Subsidiary Guarantor and (4) any Restricted Subsidiary may merge into any Subsidiary Guarantor, provided that, in the case of this clause (4), the surviving Person will be a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia or the jurisdiction of organization of such Restricted Subsidiary or Subsidiary Guarantor and the surviving Person of such merger (if not the Guarantor) is or will become a Subsidiary Guarantor upon the consummation of such merger.

Limitations on Merger. Subject to Section 4.1 and Section 10.2, a Subsidiary A Guarantor will not, and the Issuer will shall not permit any Subsidiary Guarantor to, consolidate consolidate, merge or merge amalgamate with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (a) such Guarantor is the surviving Person; or (1) the Person formed by or surviving any such consolidation, merger, amalgamation or winding up (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, limited partnership, partnership or limited liability company or trust organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory of the United States (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and; (b2) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instrumentsindenture; (c3) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default will shall have occurred and be continuing; and; (d4) the Successor Guarantor (if other than such Subsidiary Guarantor) will shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture; (5) to the extent any assets or property of the Successor Guarantor, or the Person that is merged, amalgamated or consolidated with or into the Successor Guarantor, are property or assets of the type that would constitute Collateral under the Security Documents and the Intercreditor Agreement, the Successor Guarantor shall take such action as may be reasonably necessary or required to cause such property and assets to be made subject to a Lien securing the Notes pursuant to this Indenture, the Security Documents and the Intercreditor Agreement in the manner and to the extent required by this Indenture or any of the Security Documents and the Intercreditor Agreement, and shall take all reasonably necessary action so that such Lien is perfected, preserved and protected to the extent required by this Indenture, the Security Documents and the Intercreditor Agreement; (6) the Collateral owned by or sold, assigned, conveyed, leased, transferred or otherwise disposed of to the Successor Guarantor shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders of the Notes and (c) not be subject to any Lien other than Permitted Liens and other Liens permitted under Section 3.5; and (7) the Successor Guarantor shall become a party to the Intercreditor Agreement by joinder or supplement; or (eb) such sale or disposition or consolidation consolidation, amalgamation or merger does is not violate in violation of Section 3.7. The Successor Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and Indenture, such Guarantor’s GuaranteeGuarantee and the Security Documents. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge merge, consolidate or consolidate amalgamate with an Affiliate of the Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another state of the United States, any state or territory thereof, the District of Columbia or any territory of the jurisdiction of such GuarantorUnited States, so long as the principal amount of Indebtedness of the Issuer and the Restricted Subsidiaries Guarantor is not increased thereby and the Person resulting from (unless such merger or consolidation increase is or becomes an Issuer or a Subsidiary Guarantorpermitted by this Indenture), (2) a Subsidiary Guarantor may consolidate (a) consolidate, merge or merge amalgamate with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets to an to, the Issuer or another Subsidiary GuarantorGuarantor or (b) dissolve if such Guarantor sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties and assets to another Person in compliance with Section 3.7 and after giving effect to such sale, assignment, transfer, lease, conveyance or disposition such Guarantor has no or a de minimis amount of assets, (3) a Subsidiary Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of a jurisdiction in the United States, so long as such Subsidiary any state or territory thereof or the District of Columbia, (4) a Guarantor remains a Subsidiary Guarantor may change its name and (45) any Restricted Subsidiary may merge merge, amalgamate or consolidate into any Subsidiary Guarantor, provided that; provided, in the case of this clause (45), that the surviving Person will be (i) is a corporation, partnership, limited partnership, partnership or limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia or the jurisdiction of organization of such Restricted Subsidiary or Subsidiary Guarantor and the surviving Person of such merger (if not the Guarantorii) is or will become becomes a Subsidiary Guarantor upon the consummation of such merger, amalgamation or consolidation.

Limitations on Merger. Subject to Section 4.1 and Section 10.2, a Subsidiary Guarantor will not, and the LLC Co-Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than in connection with the Transactions) unless: (a) such Person Guarantor is a Successor Guarantor; (b) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instruments; (c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default will have occurred and be continuing; and (d) the Successor Guarantor (if other than such Subsidiary Guarantor) will have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (e) such sale or disposition or consolidation or merger does not violate Section 3.7. The Successor Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge or consolidate with an Affiliate of the LLC Co-Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in the United States, any state or territory thereof, the District of Columbia or the jurisdiction of such Guarantor, so long as the principal amount of Indebtedness of the LLC Co-Issuer and the Restricted Subsidiaries is not increased thereby and the Person resulting from such merger or consolidation is or becomes an Issuer or a Subsidiary Guarantorthereby, (2) a Subsidiary Guarantor may consolidate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets to an Issuer or another Subsidiary Guarantor, (3) a Subsidiary Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of a jurisdiction in the United States, so long as such Subsidiary Guarantor remains a Subsidiary Guarantor States and (4) any Restricted Subsidiary may merge into any Subsidiary Guarantor, provided that, in the case of this clause (4), the surviving Person will be a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United StatesXxxxxx Xxxxxx, any state or territory thereof or the District of Columbia or the jurisdiction of organization of such Restricted Subsidiary or Subsidiary Guarantor and the surviving Person of such merger (if not the Guarantor) is or will become a Subsidiary Guarantor upon the consummation of such merger.

Limitations on Merger. Subject to Section 4.1 and Section 10.2, a Subsidiary Guarantor will not, and the LLC Co-Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than in connection with the Transactions) unless: (a) such Person Guarantor is a Successor Guarantor; (b) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instruments; (c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default will have occurred and be continuing; and (d) the Successor Guarantor (if other than such Subsidiary Guarantor) will have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (e) such sale or disposition or consolidation or merger does not violate Section 3.7. The Successor Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge or consolidate with an Affiliate of the LLC Co-Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in the United States, any state or territory thereof, the District of Columbia or the jurisdiction of such Guarantor, so long as the principal amount of Indebtedness of the LLC Co-Issuer and the Restricted Subsidiaries is not increased thereby and the Person resulting from such merger or consolidation is or becomes an Issuer or a Subsidiary Guarantorthereby, (2) a Subsidiary Guarantor may consolidate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets to an Issuer or another Subsidiary Guarantor, (3) a Subsidiary Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of a jurisdiction in the United States, so long as such Subsidiary Guarantor remains a Subsidiary Guarantor States and (4) any Restricted Subsidiary may merge into any Subsidiary Guarantor, provided that, in the case of this clause (4), the surviving Person will be a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia or the jurisdiction of organization of such Restricted Subsidiary or Subsidiary Guarantor and the surviving Person of such merger (if not the Guarantor) is or will become a Subsidiary Guarantor upon the consummation of such merger.

Limitations on Merger. Subject to Section 4.1 and Section 10.2, a Subsidiary A Guarantor will not, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than the Merger) unless: (1) either (a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor; (b”) and the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instrumentsinstruments in form reasonably satisfactory to the Trustee or (b) such sale or disposition or consolidation or merger is not in violation of Section 3.7; (c2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default will shall have occurred and be continuing; and (d3) the Successor Guarantor (if other than such Subsidiary Guarantor) will shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (e) such sale or disposition or consolidation or merger does not violate Section 3.7. The Successor Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge or consolidate with an Affiliate of the Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another state of the United States, any state or territory thereof, the District of Columbia or any territory of the jurisdiction of such GuarantorUnited States, so long as the principal amount of Indebtedness of the Issuer and the Restricted Subsidiaries Guarantor is not increased thereby and the Person resulting from such merger or consolidation is or becomes an Issuer or a Subsidiary Guarantorthereby, (2) a Subsidiary Guarantor may merge or consolidate with another Guarantor or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties the Issuer and assets to an Issuer or another Subsidiary Guarantor, (3) a Subsidiary Guarantor may convert into a corporation, partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of a jurisdiction in the United States, so long as such Subsidiary Guarantor remains a Subsidiary Guarantor and (4) any Restricted Subsidiary may merge into any Subsidiary Guarantor, provided that, in the case of this clause (4), the surviving Person will be a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia or the jurisdiction of organization of such Restricted Subsidiary or Subsidiary Guarantor and the surviving Person of such merger (if not the Guarantor) is or will become a Subsidiary Guarantor upon the consummation of such merger.

Limitations on Merger. Subject to Section 4.1 and Section 10.2, a Subsidiary Guarantor will not, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than in connection with the Transactions) unless: (a) such Person Guarantor is a Successor Guarantor; (b) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instruments; (c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default will have occurred and be continuing; and (d) the Successor Guarantor (if other than such Subsidiary Guarantor) will have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (e) such sale or disposition or consolidation or merger does not violate Section 3.7. The Successor Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge or consolidate with an Affiliate of the Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in the United States, any state or territory thereof, the District of Columbia or the jurisdiction of such Guarantor, so long as the principal amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased thereby and the Person resulting from such merger or consolidation is or becomes an Issuer or a Subsidiary Guarantorthereby, (2) a Subsidiary Guarantor may consolidate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets to an the Issuer or another Subsidiary Guarantor, (3) a Subsidiary Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of a jurisdiction in the United States, so long as such Subsidiary Guarantor remains a Subsidiary Guarantor States and (4) any Restricted Subsidiary may merge into any Subsidiary Guarantor, ; provided that, in the case of this clause (4), the surviving Person will be a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia or the jurisdiction of organization of such Restricted Subsidiary or Subsidiary Guarantor and the surviving Person of such merger (if not the Guarantor) is or will become a Subsidiary Guarantor upon the consummation of such merger.