OpCo Merger Sample Clauses

OpCo Merger. At the OpCo Merger Effective Time, Heat OpCo will be merged with and into Pacers OpCo (the “OpCo Merger”) in accordance with the provisions of the DLLCA. As a result of the OpCo Merger, the separate existence of Heat OpCo shall cease and Pacers OpCo shall continue its existence under the laws of the State of Delaware as the surviving company (in such capacity, Pacers OpCo is sometimes referred to herein as the “Surviving OpCo”).
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OpCo Merger. (a) Pursuant to the Certificate of Merger in the form attached hereto as Exhibit 2.12(a), which will be filed with the Delaware Secretary of State immediately prior to the IPO closing, a newly formed subsidiary corporation of LOS Inc., LOS NewCo Merger Sub LLC, a Delaware limited liability company (“OpCo Merger Sub”), will merge with and into New HoldCo, with New HoldCo surviving the merger (the “OpCo Merger”). This Section 2.12, together with any related definitions and other provisions of this Agreement, constitutes an agreement and plan of merger for purposes of such Certificate of Merger and applicable Law.
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OpCo Merger. Prior to the Effective Time, if (x) reasonably required in order to procure that Indebtedness relating principally to the Specified Property and having a principal amount in excess of One Million U.S. Dollars ($1,000,000) shall continue to be subject to limitations on recourse as set forth in Section 6.8(e) or (y) otherwise with Parent’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company may (i) form a wholly owned subsidiary and cause such wholly owned subsidiary to merge with and into the Company OpCo (the “OpCo Merger”), with Company Opco surviving the Opco Merger as the surviving entity and each limited partnership interest of Company Opco (other than general partnership interests, or limited partnership interests held by the Company or any of its Subsidiaries, and/or LTIP Units) being converted into the right to receive a number of Company Common Shares equal to the product of one multiplied by the Conversion Factor (as such term is defined in the Fourth Amended and Restated Agreement of Limited Partnership of the Company Opco); provided, however, that any such OpCo Merger shall be effected in compliance with applicable Law and pursuant to a definitive agreement in form and substance reasonably acceptable to Parent, and (ii) make any payments required in connection with or as a result of the Opco Merger pursuant to the terms of Company Tax Protection Agreements.
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OpCo Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DLLCA, upon the filing of the OpCo Certificate of Merger with the Secretary of State of the State of Delaware, OpCo Merger Sub shall be merged with and into OpCo.
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OpCo Merger. At the OpCo Merger Effective Time, by virtue of the OpCo Merger and the Company A&R LLCA, and without any action on the part of Acquiror, MergerCo1, MergerCo2, Holdings I, Holdings II, Acquiror Sub, OpCo Merger Sub, the Company, FTV Blocker, Xxxxx Xxxxxxx or the holders of any of the following securities:
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Related to OpCo Merger

  • 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”).

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • 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.

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • 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").

  • Bank Merger Concurrently with the Merger, Beneficial Bank, will merge with and into WSFS Bank, with WSFS Bank as the Surviving Bank. Following the Bank Merger, the separate existence of Beneficial Bank shall terminate. The Parties agree that the Bank Merger shall become effective concurrently with the Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form of Exhibit D (the “Subsidiary Plan of Merger”). In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval of the Bank Merger: (i) Beneficial shall cause the board of directors of Beneficial Bank to approve the Subsidiary Plan of Merger, Beneficial, as the sole stockholder of Beneficial Bank, shall approve the Subsidiary Plan of Merger and Beneficial shall cause the Subsidiary Plan of Merger to be duly executed by Beneficial Bank and delivered to WSFS and (ii) WSFS shall cause the board of directors of WSFS Bank to approve the Subsidiary Plan of Merger, WSFS, as the sole stockholder of WSFS Bank, shall approve the Subsidiary Plan of Merger and WSFS shall cause the Subsidiary Plan of Merger to be duly executed by WSFS Bank and delivered to Beneficial. Prior to the Effective Time, Beneficial shall cause Beneficial Bank, and WSFS shall cause WSFS Bank, to execute and file applicable articles or certificates of merger, and such other documents and certificates as are necessary to make the Bank Merger effective concurrently with the Merger.

  • Effective Time of the Merger Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

  • CONSOLIDATION, MERGER AND SALE SECTION 10.01. Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

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