Organization of Merger Sub. Immediately prior to the Closing Date, Xxxxxxx and the WP Partners shall cause Newco to form Xxxxxxx Reorganization Sub, Inc. as a corporation under the laws of the State of Delaware and as a wholly owned subsidiary of Newco ("Merger Sub"). Merger Sub shall be organized for the sole purpose of effectuating Merger A as contemplated herein. The Charter and Bylaws of Merger Sub shall be substantially in the forms set forth in Exhibit E. The authorized capital stock of Merger Sub shall consist of 100 shares of common stock, par value $0.001 per share, all of which shall be issued to Newco at a price of $1.00 per share.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Apollo Real Estate Investment Fund L P/Ny), Agreement and Plan of Reorganization (Schuler James K), Agreement and Plan of Reorganization (Schuler James K)
