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, 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. 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. If, after Closing, Fonix or Buyer elect to complete a merger of G-Soft 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. The parties acknowledge that as soon as practicable following the Effective Time of the Merger and the Bank Merger, the Surviving Corporation will be merged with and into FFC, with FFC as the surviving corporation.
Post-Closing Merger. The Company acknowledges that following the Effective Time, Acquiror intends to effect the merger of the Company and the Bank with and into RBC Centura Bank (the “Post-Closing Mergers”). Prior to the Effective Time, upon the Acquiror’s request, and at the Acquiror’s sole cost and expense, the Company shall take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, so as to permit consummation of the Post-Closing Mergers and shall cooperate fully with, and furnish information to, the Acquiror to that end, including entering into such Contracts and filing such applications, notices and other documents with Governmental Authorities as necessary to effect the Post-Closing Mergers; provided that the effectiveness of any such Contracts shall be contingent upon the consummation of the Merger in accordance with this Agreement.
Post-Closing Merger. The Company shall have the right to elect (the “Forward Merger Election”), at its sole discretion, no later than thirty (30) days after the date hereof, by delivery of written notice to Parent, to cause the Surviving Company to merge (the “LLC Sub Merger”), immediately following the Effective Time, 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 L (the “LLC Sub Merger Agreement”). If the Company makes a valid Forward Merger Election in accordance with this Section 1.10, 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 Company for purposes of this Agreement. When the LLC Sub Merger occurs, Parent 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. 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. Immediately following the Effective Time and prior to the effective time of the Split-Off, Florida shall merge with and into LLC Sub, with LLC Sub surviving such merger as a direct, wholly owned subsidiary of SPAC NewCo, pursuant to a merger agreement substantially in the form attached hereto as Exhibit L (the “LLC Sub Merger Agreement”). At the time of and immediately after the effective time of the LLC Sub Merger, SPAC NewCo shall own all of the issued and outstanding membership interest and other equity interests, 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 SPAC NewCo for U.S. federal income tax purposes.
Post-Closing Merger. Immediately after the Effective Time, but in all events on the same date as 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 the LLC Sub Merger as a direct wholly-owned subsidiary of Parent. 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, Parent shall own all the member interests and other equity in LLC Sub, and LLC Sub shall be disregarded for United States federal income tax purposes.”
(c) Section 3.1(cc) as set forth in its entirety below shall be inserted into the Merger Agreement:
