MERGER B Sample Clauses

MERGER B. (a) PRIVATE LETTER RULING. Xxxxxxx and the WP Partners shall jointly submit to the IRS as soon as practicable a private letter ruling request (the "Ruling Request") with respect to the Merger B transaction structure described and defined in this Section 2.6. In the event that Xxxxxxx and the WP Partners receive a ruling by the IRS in connection with the Ruling Request that the Contribution qualifies as an exchange under Section 351 of the Code in connection with Merger B (a "Favorable Ruling"), then the parties, upon the terms and subject to the conditions herein set forth, shall implement Merger B as soon as practicable after the Closing. Xxxxxxx and the WP Partners shall cooperate in good faith with respect to the preparation and submission of the Ruling Request and any dealings with the IRS with respect thereto with a view to obtaining a Favorable Ruling as promptly as practicable (whether before or after the Closing). All communications with the IRS shall be held jointly with the representatives of Xxxxxxx and the WP Partners identified in the Ruling Request and all representations and factual statements and information in the Ruling Request shall be true, correct and complete in all material respects. Xxxxxxx and the WP Partners agree that the receipt of a Favorable Ruling shall not constitute a condition to Closing.
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MERGER B. As soon as practicable after receipt of a Favorable Ruling (but in no event prior to the Closing), Xxxxxxx and the WP Partners shall cause Xxxxxxx to be merged with and into Newco ("Merger B") in accordance with Section 253 of the Delaware General Corporation Law ("Section 253"). Newco shall be the surviving corporation in Merger B and shall continue its corporate existence under the laws of the State of Delaware. The effects and consequences of Merger B shall be as set forth in Section 253. If a Favorable Ruling is not received or the Ruling Request is withdrawn, then upon the occurrence of such event this Section 2.6(b) shall have no further force and effect and Merger B shall not occur.
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Related to MERGER B

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • The Merger Effective Time Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, Merger Sub and PRE will cause an application for registration of the Surviving Company (the “Merger Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.108 of the Companies Act on or prior to the Closing Date and will cause the Merger to become effective pursuant to the Companies Act. The Merger shall become effective upon the issuance of a certificate of merger (the “Certificate of Merger”) by the Registrar or such other time as the Certificate of Merger may provide. The parties agree that they will request the Registrar provide in the Certificate of Merger that the Effective Time will be 9:00 a.m., New York City time, on the Closing Date (the “Effective Time”).

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Merger Closing The Merger shall have been consummated.

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

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