Merger of Royal Dutch into SPNV Sample Clauses

Merger of Royal Dutch into SPNV. Subject to (i) the completion of the transaction steps described in Clauses 3.1 through 3.5 and (ii) the completion of items (1) through (14) on the closing agenda attached hereto as Annex 7, Royal Dutch and SPNV agree to effect a legal merger between them pursuant to article 2:309 DCC, whereby Royal Dutch will merge into SPNV. The deed amending the articles of association of SPNV, in the form attached hereto as Annex 2 and the merger deed in the form as attached hereto as Annex 6, shall be executed as soon as possible after the expiry of one day after the completion of the transaction steps as described in Clauses 3.1 through 3.5. The surviving entity shall be SPNV and shall not change its name. As a result of the merger share exchange ratio only Royal Dutch Shell will be allotted shares in SPNV; the other Royal Dutch shareholders who, as a result of the merger share exchange ratio, are not entitled to one or more shares allotted by SPNV, will, as specified in the Merger Proposal, be entitled either to a cash payment, or, if they are eligible U.K. resident shareholders (as described in the Loan Note documentation) and so elect in a valid manner on or before 9 December 2005 (or 1 December 2005 if they are beneficial holders of New York registered shares through the DTC) and are as a result thereof holders of Y shares, to Loan Notes. The financial results of Royal Dutch shall be accounted for in the annual accounts of SPNV as from 1 January 2005.
Sample 1
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Related to Merger of Royal Dutch into SPNV

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