Statutory Merger. Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements contained herein, Newco will merge with and into the Company at the Effective Time. The terms and conditions of the Merger and the mode of carrying the same into effect will be as set forth in this Agreement. As a result of the Merger, the separate corporate existence of Newco will cease and the Company will continue as the Surviving Corporation and shall succeed to and assume all of the rights and obligations of Newco in accordance with the DGCL. The Merger shall have the effect set forth in the DGCL.
Statutory Merger. Subject to the terms and conditions and ---------------- in reliance upon the representations, warranties, covenants and agreements contained herein, Newco shall merge with and into the Company at the Effective Time. The terms and conditions of the Merger and the mode of carrying the same into effect shall be as set forth in this Plan. As a result of the Merger, the constituent corporations shall be a single corporation which shall be the Company as the corporation herein designated as the Surviving Corporation, and the separate corporate existence of each of the constituent corporations shall cease except that of the Company, which shall continue as the Surviving Corporation.
Statutory Merger. 2 SECTION 2.02
Statutory Merger. Notwithstanding Sections 5.5(a) and (b), if Merger Sub shall acquire at least ninety percent (90%) of the issued and outstanding shares of Company Common Stock, Company, Parent and Merger Sub, shall take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of Company's stockholders, in accordance with the Delaware Law.
Statutory Merger. If the Purchaser shall acquire less than ---------------- 95% of the outstanding Shares pursuant to the Offer then Purchaser may elect, to the extent permitted by the DCC, to effectuate a statutory merger (a "Statutory Merger") involving the Company as a disappearing entity pursuant to Section 2.308 et seq. of the DCC, in which case, to the extent permitted by the DCC, the merger consideration shall be the same as (or shall provide equivalent value as) the Offer Price. The Company shall use its best efforts to facilitate such a Statutory Merger.
Statutory Merger. To the Knowledge of Parent, there are no facts or circumstances that would reasonably be expected to prevent the Mergers, taken together, from qualifying as a reorganization under Section 368(a)(1)(A) of the Code.
Statutory Merger. The Merger Agreement provides that, in the event that the Purchaser acquires at least ninety percent (90%) of then outstanding Shares, Best Buy, the Purchaser and Musicland will take all necessary and appropriate action to cause the Merger to become effective, in accordance with DGCL, as soon as reasonably practicable after such acquisition, without a meeting of Musicland's stockholders.
Statutory Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the IBCA, at the Effective Time (as hereinafter defined), Merger Corp shall be merged with and into National Cabling, which shall survive and continue and be governed by the laws of the State of Illinois (the "Merger"). As a result of the Merger, Merger Corp shall disappear and its separate corporate existence shall thereupon cease and National Cabling shall continue as the surviving corporation and succeed to and assume all of the rights and obligations of Merger Corp in accordance with the IBCA. National Cabling, Lite King, and Merge Corp are sometimes referred to herein as the "Constituent Corporations," and National Cabling is sometimes referred to herein as the "Surviving Corporation."
Statutory Merger. 2- ---------------- SECTION 2.02 Effective Time............................................................ -2- -------------- SECTION 2.03 Effect of the Merger...................................................... -2- -------------------- SECTION 2.04 Articles of Incorporation; Bylaws......................................... -2- --------------------------------- SECTION 2.05 Directors and Officers.................................................... -3- ----------------------
Statutory Merger. Upon the terms and subject to the conditions hereof and in reliance upon the representations, warranties, covenants and agreements contained herein, Merger Sub will be merged with and into the Company at the Effective Time in accordance with the provisions of the DGCL. The terms and conditions of the Merger and the mode of carrying the same into effect will be as set forth in this Agreement. As a result of the Merger, the separate corporate existence of Merger Sub will cease and the Company will continue its existence under Agreement and Plan of Merger the laws of the State of Delaware and in such capacity as the surviving corporation of the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
