MergerCo Sample Clauses

MergerCo. MergerCo has been formed for the sole purpose of effecting the Merger and, except as contemplated by this Agreement, MergerCo has not conducted any business activities and does not have any material liabilities.

MergerCo. Mergerco was incorporated on February 9, 2011, and from its date of formation to the Closing Date of the Merger, has not and shall not conduct any business or acquire any assets or incur liabilities, except relating to the Merger.

MergerCo. At the Effective Time, each share of common stock of MergerCo issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

MergerCo. Mergerco is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Mergerco has not conducted any business activities prior to the date of this Agreement, other than the negotiation and execution of this Agreement and the Merger Agreement. All outstanding shares of capital stock of Mergerco are owned, beneficially and of record, by Parent.

MergerCo. MergerCo was formed solely for the purpose of engaging in the Merger and the other transactions contemplated by this Agreement. As of the date hereof and as of the Effective Time, all of the outstanding MergerCo Membership Units are and will be owned directly by Parent. As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its organization and the transactions contemplated by this Agreement, MergerCo has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type whatsoever or entered into any agreements or arrangements with any Person, which would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

MergerCo. Parent will take all action necessary to cause MergerCo to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

MergerCo. Mergerco is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Mergerco has not conducted any business activities prior to the date of this Agreement, other than the negotiation and execution of this Agreement and the Merger Agreement. All outstanding shares of capital stock of Mergerco are owned, beneficially and of record, by Parent.

MergerCo. Xxxxxx X. Xxxxx shall be Chairman of Mergerco. Subject to his compliance with his covenants and agreements set forth in the Employment Agreement, the Stockholder (or such other person as shall be acceptable to the Stockholder and AUGI) shall be the President and Chief Executive Officer of Mergerco. Subject to compliance with their respective covenants and agreements set forth in employment agreements between such persons and Mergerco, Moskona shall be Vice President and Chief Operating Officer of Mergerco and Xxxxxxx shall be Vice President and Chief Financial Officer of Mergerco. The Board of Directors of Mergerco shall initially consist of Xxxxxx X. Xxxxx, Xxxxxx Xxxx, Xxxxx X. Xxxxxx, the Stockholder and Moskona. AUGI shall, at all times, designate a majority of the Board of Directors of Mergerco. For so long as the Stockholder, Moskona and Xxxxxxx shall hold in the aggregate at least 125,000 shares of Common Stock of AUGI: (i) Moskona and the Stockholder shall have the right to be designated as two of the Directors of Mergerco; and (ii) in the event of the death or resignation of Moskona or the Stockholder, the survivor of the Stockholder, Xxxxxxx and Moskona shall be entitled to select a replacement for the designee on Mergerco's Board of Directors.

MergerCo. Dream Merger Sub Limited, a special purpose company incorporated under the laws of the Cayman Islands and wholly owned, directly, by the Parent.

MergerCo. Holdco, as the holder of the certificate (the "MERGERCO COMMON STOCK CERTIFICATE") that immediately prior to the Effective Time evidenced the outstanding shares of MergerCo Common Stock, may, at Holdco's option, surrender the same to the Surviving Corporation for cancellation, and Holdco shall be entitled to receive from the Surviving Corporation in exchange therefor a certificate representing and evidencing the shares of Surviving Corporation Common Stock into which Holdco's outstanding shares of MergerCo Common Stock shall have been converted; until surrendered, the MergerCo Common Stock Certificate shall represent and evidence the shares of Surviving Corporation Common Stock into which the outstanding share of the MergerCo Common Stock theretofore represented and evidenced thereby shall have been converted pursuant to SECTION 2.1(a) hereof. ARTICLE III ADDITIONAL AGREEMENTS 3.1 NO OPTIONSXPRESS STOCKHOLDER MEETING; MERGERCO STOCKHOLDER WRITTEN CONSENT. The parties understand and acknowledge that it is contemplated that the Merger will be effected in accordance with Section 251(g) of the DGCL and that no vote of optionsXpress's stockholders adopting, approving or authorizing this Agreement and the transactions contemplated hereby, including the Merger, will be required under the DGCL. Holdco, in its capacity as the sole stockholder of MergerCo, as promptly as practicable on or after the date hereof, shall execute and deliver to MergerCo a written consent in lieu of a stockholder meeting adopting, approving and authorizing this Agreement and the transactions contemplated hereby, including the Merger, in accordance with Section 228 of the DGCL. 3.2 COMPLIANCE WITH SECTION 251(g) OF THE DGCL. Holdco shall take any and all actions required so that the requirements of Section 251(g) of the DGCL are fully satisfied in connection with the Merger.