LLC Merger. Immediately after the Effective Time, the Surviving Company shall merge with and into Merger LLC. From and after the effectiveness of the LLC Merger (the “Second Effective Time”), the separate corporate existence of the Surviving Company shall cease and Merger LLC shall continue as the surviving entity in the LLC Merger (the “Surviving LLC”). The LLC Merger shall have the effects set forth in the applicable provisions of the MBCA and the LLCA. The (a) certificate of organization of Merger LLC as in effect immediately prior to the Second Effective Time shall be the certificate of organization of the Surviving LLC until thereafter amended in accordance with the LLCA, except the name of the Surviving LLC shall be “Raven Ventures LLC” (or such other name as Parent designates), and (b) operating agreement of Merger LLC as in effect immediately prior to the Second Effective Time shall be the operating agreement of the Surviving LLC until thereafter amended in accordance with the LLCA, except the name of the Surviving LLC shall be “Raven Ventures LLC” (or such other name as Parent designates). From and after the Second Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the member of Merger LLC immediately prior to the Second Effective Time shall be the member of the Surviving LLC and (ii) the officers of Surviving Company immediately prior to the Second Effective Time shall be the officers of the Surviving LLC. Parent and Merger LLC shall take all steps and actions as shall be required to cause the Surviving Company and Merger LLC to consummate the LLC Merger as set forth in this Section 6.12.
LLC Merger. MCP Colorado and LLC shall (i) execute the LLC Merger Agreement, (ii) execute and deliver to each other the various certificates, instruments, and documents referred to in the LLC Merger Agreement, and (iii) execute and file with the Colorado Secretary of State a statement of merger as required by the laws of the State of Colorado to effectuate the merger in accordance with the terms of the LLC Merger Agreement.
LLC Merger. Immediately following the Effective Time, the Company shall cause the Surviving Corporation to be merged with and into Xxxx Products in accordance with the applicable provisions of the Delaware Limited Liability Company Act and the DGCL.
LLC Merger. No later than December 31, 2011, the Surviving Corporation shall merge with and into Merger LLC. From and after the effectiveness of the LLC Merger, the separate corporate existence of the Surviving Corporation shall cease and Merger LLC shall continue as the surviving entity in the LLC Merger (the "Surviving Company") and all of the rights and obligations of the Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Company. There shall be no conditions to the LLC Merger and Parent and Merger LLC shall take all steps and actions as shall be required to cause the Surviving Corporation and Merger LLC to consummate the LLC Merger as set forth in this Section 5.21. Parent and Merger LLC hereby acknowledge that the consummation of the LLC Merger pursuant to this Section 5.21 is essential to the intended tax treatment of the transactions contemplated by this Agreement, that such tax treatment is material to the Company and its stockholders, and that the Company would not have entered into this Agreement had Parent and Merger LLC not been unconditionally obligated to effect the LLC Merger as set forth in this Section 5.21. ARTICLE VI
LLC Merger. The LLC Merger shall take place promptly after the Effective Time.
LLC Merger. As promptly as practicable following consummation of the Transfer, Flour will merge itself with and into Flour LLC pursuant to the terms of the Merger Agreement.
LLC Merger. (a) Prior to the First Effective Time, the Company shall establish the LLC. With respect to the LLC, the Company represents and warrants to Walnut as follows:
LLC Merger. Prior to the Closing, Company shall cause each of the LLC Merger and the Camixx Xxxaware Merger to be duly authorized and consummated in accordance with and be effective under applicable Indiana Law, Delaware Law, and applicable securities and other applicable law. As part of the LLC Merger, among other things, Company shall, in accordance with all applicable law, cause (i) Camixx Xxxiana to assign to Camixx Xxxaware LLC all its property, rights, privileges, powers and franchises and to ensure that all of the foregoing vest in Camixx Xxxaware LLC, (ii) Camixx Xxxaware LLC to assume all debts, liabilities, obligations and duties of Camixx Xxxiana, (iii) the exercise or cancellation of all outstanding options and rights to acquire Camixx Xxxiana Membership Interests and Camixx Xxxaware LLC Membership Interests, and (iv) the separate existence of Camixx Xxxiana to terminate. As part of the Camixx Xxxger, among other things, Company shall, in accordance with all applicable law, cause (i) Camixx Xxxaware LLC to assign to Camixx Xxxaware all its property, rights, privileges, powers and franchises and to ensure that all of the foregoing vest in Camixx Xxxaware, (ii) Camixx Xxxaware to assume all debts, liabilities, obligations and duties of Camixx Xxxaware LLC, and (iii) the separate existence of Camixx Xxxaware LLC to terminate.
LLC Merger. As soon as practicable following the Merger, Parent shall do, or shall cause to be done, all such things reasonably necessary to effect the LLC Merger as contemplated by this Agreement.
LLC Merger. At the effective time of the Holdings Merger, AMEX shall be merged with and into AMEX Merger Sub and the separate limited liability company existence of AMEX shall thereupon cease. AMEX Merger Sub shall be the surviving entity in the LLC Merger. At the effective time of the LLC Merger, the effect of the LLC Merger shall be as provided in this Agreement, the certificate of merger filed with the Delaware Secretary of State with respect to LLC Merger (the “LLC Certificate of Merger”) and the applicable provisions of the DLLCA.
