Post-Closing Merger. Immediately following the Effective Time, the Surviving Corporation shall merge with and into LLC Sub (the “LLC Sub Merger”), with LLC Sub continuing as the surviving entity in such merger as a wholly owned subsidiary of Parent, pursuant to a merger agreement substantially in the form attached hereto as Exhibit A (the “LLC Sub Merger Agreement”). At the time of and immediately after the LLC Sub Merger, Parent shall own all of the membership interests and other equity, if any, in LLC Sub and shall be the sole member of LLC Sub, and LLC Sub shall be treated as an entity disregarded as separate from Parent for U.S. federal income Tax purposes.
Post-Closing Merger. Immediately following the Effective Time, Parent shall cause the Surviving Corporation to merge with and into LLC Sub, with LLC Sub continuing as the surviving entity in such merger as a direct wholly-owned subsidiary of Parent, substantially in accordance with the terms of the merger agreement attached hereto as Exhibit E. From and after such merger, LLC Sub shall be the Surviving Corporation for purposes of this Agreement. When the LLC Sub Merger occurs, Parent shall own all the membership interests and other equity in LLC Sub, and LLC Sub shall be disregarded for United States federal income tax purposes.
Post-Closing Merger. Immediately following the Effective Time, Southwest shall cause the Surviving Corporation to merge with and into LLC Sub, with LLC Sub continuing as the surviving entity in such merger as a direct wholly owned subsidiary of Southwest, substantially in accordance with the terms of the merger agreement attached hereto as Exhibit A (the “LLC Sub Merger Agreement”). There shall be no condition to the completion of the LLC Sub Merger other than the completion of the Merger. From and after the LLC Sub Merger, LLC Sub shall be the Surviving Corporation for purposes of this Agreement. When the LLC Sub Merger occurs, Southwest shall own all of the membership interests and other equity in LLC Sub, and LLC Sub shall be disregarded for U.S. federal income Tax purposes.
Post-Closing Merger. Immediately following the Effective Time, the Parent shall cause the LLC Sub Merger, with LLC Sub continuing as the surviving entity in such merger as a direct wholly owned subsidiary of the Parent, pursuant to a merger agreement substantially in the form attached hereto as Exhibit B (the “LLC Sub Merger Agreement”). At the time of and immediately after the LLC Sub Merger, the Parent shall own all of the membership interests and other equity, if any, in LLC Sub and shall be the sole member of LLC Sub, and LLC Sub shall be treated as an entity disregarded as separate from the Parent for U.S. federal income Tax purposes.
Post-Closing Merger. If, after Closing, Fonix or Buyer elect to complete a merger of LTEL with and into Buyer or Fonix, Buyer or Fonix, as the case may be, shall comply in all materials respect with the requirements of applicable corporate law, including without limitation, Section 262 of the Delaware General Corporation Law.
Post-Closing Merger. (a) Notwithstanding any provision in this Agreement to the contrary, no later than ten (10) business days following the earlier of (i) the Verano Combination, (ii) the exchange of at least 50% of the Acquiror Class B Shares into Multiple Voting Shares as provided for in Section 2.06(a) or (iii) the two-year anniversary of the Closing Date (the “Post-Closing Contribution Date”), ParentCo shall cause an Arizona corporation that is a wholly owned, indirect subsidiary of ParentCo (the “ParentCo Acquisition Company”) to merge with and into Acquiror (the “Merger”) and holders of Acquiror Class B Shares shall receive solely ParentCo stock in exchange for Acquiror Class B Shares in a transaction intended to qualify under Section 368(a) of the Code. Upon the closing of the Merger, the separate corporate existence of ParentCo Acquisition Company shall cease, and the Acquiror shall continue as the surviving corporation (the “Surviving Corporation”). The corporate existence of the Acquiror, with all its purposes, rights, privileges, franchises, powers and objects, shall continue unaffected and unimpaired by the Merger.
Post-Closing Merger. (i) The parties hereto agree that, at any time after the consummation of the Exchange Offer or the Cash Offer, as the case may be, or otherwise at any time during the 1999 calendar year, the Purchaser may (after providing at least 30 days advance written notice thereof to the Company and providing other legally required notices) effect a merger, business combination or consolidation transaction (the "Merger Transaction") involving the Company for the purpose of obtaining 100 percent of the then-outstanding equity of the Company. The consideration to be paid or distributed in connection with the Merger Transaction to the shareholders of the Company other than the Purchaser in respect of each share of Common Stock of the Company held thereby shall consist of (A) cash in an amount equal to the Company Stock Value of such share of Common Stock of the Company or (B) such number of shares of HSI Common Stock as shall have a Purchaser Stock Market Value equal to the Company Stock Value of such share of Common Stock of the Company.
Post-Closing Merger. The Parties understand that it is Buyer’s intent to merge PGSPar, PGS and its subsidiaries into Buyer, as set forth in Exhibit 10.7. The Parties agree that the rights and obligations of PGSPar and PGS hereunder may be assigned to Buyer or any of its Affiliates, at Buyer's request. The Parties agree not to object to any such merger and hereby waive any rights to Buyer’s right to merge said entities.
Post-Closing Merger. Effective at 12:01 a.m. on January 1, 1999, the Buyer shall cause Castle and SHI to be merged with and into Xxxxxx.
Post-Closing Merger. Immediately following the Effective Time of the Merger, each of Buyer, the Surviving Company, and Axxxxx Holdings covenants and agrees to file, or cause to be filed, an additional certificate of merger with the Secretary of State of the State of Delaware, pursuant to which each of the Surviving Company and Axxxxx Holdings will be merged with and into the Company pursuant to the plan of merger attached hereto as Exhibit D (the “Delaware Post-Closing Merger”). C-26
