Organization of Merger Subsidiaries. As promptly as practicable following the execution of this Agreement, Holdco shall cause to be organized for the sole purpose of effectuating the Mergers contemplated herein:
(a) a corporation organized under the laws of the State of Delaware ("Time Warner Merger Sub"); the certificate of incorporation and bylaws of Time Warner Merger Sub shall be in such forms as shall be determined by Holdco as soon as practicable following the execution of this Agreement and the authorized capital stock of Time Warner Merger Sub shall initially consist of 100 shares of common stock, par value $0.01 per share, all of which shares shall be issued to Holdco at a price of $1.00 per share; and
(b) a corporation organized under the laws of the State of Delaware ("America Online Merger Sub" and, together with Time Warner Merger Sub, the "Merger Subsidiaries"); the certificate of incorporation and bylaws of America Online Merger Sub shall be in such forms as shall be determined by Holdco as soon as practicable following the execution of this Agreement; and the authorized capital stock of America Online Merger Sub shall initially consist of 100 shares of common stock, par value $0.01 per share, all of which shares shall be issued to Holdco at a price of $1.00 per share.
Organization of Merger Subsidiaries. As promptly as practicable, and in any event no later than five days following the execution of this Agreement, Holdco shall cause to be organized for the sole purpose of effectuating the mergers contemplated herein:
(a) Parent Acquisition Corp., a corporation to be organized under the laws of the State of Indiana ("PAC"). The Articles of Incorporation and By-Laws of PAC shall be in such forms as shall be determined by Parent. The authorized capital stock of PAC shall initially consist of 100 common shares, without par value ("PAC SHARES"), all of which shares shall be issued to Holdco at a price of $1.00 per share.
(b) Company Acquisition Corp., a corporation to be organized under the laws of the State of Delaware ("CAC" and, together with PAC, the "MERGER SUBS"). The Certificate of Incorporation and By-Laws of CAC shall be in such forms as shall be determined by Parent. The authorized capital stock of CAC shall initially consist of 100 shares of common stock, par value $0.01 per share ("CAC SHARES"), all of which shares shall be issued to Holdco at a price of $1.00 per share. Parent shall provide the Company with copies of the Articles of Incorporation or Certificate of Incorporation, as the case may be, and By-Laws of PAC and CAC promptly upon the Company's request.
Organization of Merger Subsidiaries. HoldCo has caused LMI Merger Sub and UGC Merger Sub to be organized for the sole purpose of effecting the Mergers contemplated herein. The authorized capital stock of LMI Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which one share has been issued to HoldCo at a price of $0.01 per share and no other shares are issued or outstanding. The authorized capital stock of UGC Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which one share has been issued to HoldCo at a price of $0.01 per share and no other shares are issued or outstanding.
Organization of Merger Subsidiaries. Holdco has caused Parent Merger Sub and Company Merger Sub to be organized for the sole purpose of effectuating the Mergers contemplated herein. The authorized capital stock of Company Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which shares have been issued to Holdco at a price of $1.00 per share. The authorized capital stock of Parent Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which shares shall be issued to Holdco at a price of $1.00 per share.
Organization of Merger Subsidiaries. As promptly as practicable following the execution of this Agreement, Agribrands and Ralcorp shall cause the following companies to be organized for the sole purpose of effectuating the Agribrands Merger and the Ralcorp Merger contemplated herein:
(i) Holding Company Subsidiary A, a corporation organized under the laws of the State of Missouri ("Merger Sub A"). The authorized capital stock of Merger Sub A shall initially consist of 100 shares of common stock, $.01 par value per share, one share of which shall be issued to Holding Company at a price of $1.00. Holding Company shall own directly all of the outstanding capital stock of Merger Sub A.
(ii) Holding Company Subsidiary R, a corporation organized under the laws of the State of Missouri ("Merger Sub R" and, together with Merger Sub A, the "Merger Subsidiaries"). The authorized capital stock of Merger Sub R shall initially consist of 100 shares of common stock, par value $.01 per share, one share of which shall be issued to Holding Company at a price of $1.00. Holding Company shall own directly all of the outstanding capital stock of Merger Sub R.
Organization of Merger Subsidiaries. As promptly as practicable following the execution of this Agreement, Parent shall cause the following companies to be organized for the sole purpose of effectuating the Parent Merger and the Company Merger contemplated herein: (i) Indigo Acquisition Corp., a corporation organized under the laws of the State of California ("Merger Sub A"). The Articles of Incorporation and Bylaws of Merger Sub A shall be in such forms as shall be determined by the Parent and reasonably acceptable to DEI as soon as practicable following the execution of this Agreement. The authorized capital stock of Merger Sub A shall initially consist of 1,000 shares of common stock, no par value, which shall be issued to Holding Company at a price of $1.00 per share; (ii) Starwave Acquisition Corp., a corporation organized under the laws of the State of Washington ("Merger Sub B" and, together with Merger Sub A, the "Merger Subsidiaries" which will conduct no business activity that is unrelated to the Mergers). The Articles of Incorporation and Bylaws of Merger Sub B shall be in such forms as shall be determined by the Parent and reasonably acceptable to DEI as soon as practicable following the execution of this Agreement. The authorized capital stock of Merger Sub B shall initially consist of 100 shares of common stock, par value $.01 per share, which shall be issued to Holding Company at a price of $1.00 per share.
Organization of Merger Subsidiaries. Merger Sub A and Merger Sub B ----------------------------------- have been organized for the sole purpose of effectuating the Berkshire Merger (as defined in Section 2.1(a)) and the General Merger (as defined in Section 2.1(a)). The authorized capital stock of Merger Sub A initially consists of 1,000 shares of common stock, par value $.01 per share, which shall be issued to Holding Company at a price of $1.00 per share. The authorized capital stock of Merger Sub B initially consists of 1,000 shares of common stock, par value $.01 per share, which shall be issued to Holding Company at a price of $1.00 per share.
Organization of Merger Subsidiaries. 3 SECTION 1.04. ACTIONS OF PARENT ...................................... 3
Organization of Merger Subsidiaries. Holdco has caused IBS Merger Sub, Info Merger Sub and FAV Merger Sub to be organized for the sole purpose of effectuating the Mergers. The authorized capital stock of IBS Merger Sub consists of 3,000 shares of common stock, par value $.01 per share, of which 100 have been issued to Holdco at a price of $3.33 per share. The authorized capital stock of Info Merger Sub consists of 100 shares of common stock, par value $.001 per share, all of which have been issued to Holdco at a price of $3.33 per share. The authorized capital stock of FAV Merger Sub consists of 3,000 shares of common stock, par value $.01 per share, of which 100 have been issued to Holdco at a price of $3.33 per share.
Organization of Merger Subsidiaries. Holdco has caused IBS Merger Sub, Info Merger Sub and FAV Merger Sub to be organized for the sole purpose of effectuating the Mergers. The authorized capital stock of IBS Merger Sub consists of 3,000 shares of common stock, par value $.01 per share, of which 100 have been issued to Holdco at a price of $3.33 per share. The authorized capital stock of Info Merger Sub consists of 100 shares of common stock, par value $.001 per share, all of which have been issued to Holdco at a price of
