Subsequent Merger. (a) Immediately following the Effective Time and in accordance with the FBCA, Parent will cause the Surviving Corporation to merge with and into Sister Subsidiary in accordance with Section 607.1101 of the FBCA and the separate corporate existence of the Surviving Corporation shall thereupon cease (the “Subsequent Merger”). Sister Subsidiary shall be the surviving corporation in the Merger, and shall succeed to and assume all the rights and obligations of the Surviving Corporation in accordance with Section 607.1106 of the FBCA.
(b) At the effective time of the Subsequent Merger and without any further action on the part of the Surviving Corporation, Parent, Sister Subsidiary or any holder of any capital stock of the Surviving Corporation, Parent or Sister Subsidiary, each share of common stock, par value $1.00 per share, of the Surviving Corporation issued and outstanding immediately prior to the effective time of the Subsequent Merger shall continue as one share of common stock, par value $1.00 per share, of Sister Subsidiary, which shall constitute the only outstanding shares of capital stock of Sister Subsidiary.
(c) After the Subsequent Merger, references herein to the Surviving Corporation shall refer to Sister Subsidiary.
(d) This Agreement is intended to constitute a “plan of reorganization” with respect to the Merger and Subsequent Merger, taken together, for United States federal income tax purposes pursuant to which, for such purposes, the Merger and the Subsequent Merger, taken together, are to be treated as a “reorganization” under Section 368(a) of the Code (to which each of Parent, Sister Subsidiary and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Sister Subsidiary with the Company Common Stock converted in such merger into the right to receive the consideration provided for hereunder.
Subsequent Merger. At the Second Effective Time, each share of common stock, par value $0.01 per share, of the Initial Surviving Company issued and outstanding immediately prior to the Second Effective Time shall be cancelled and shall cease to exist and no consideration shall be paid or payable in respect thereof, and each limited liability company interest of Merger LLC shall be unaffected by the Subsequent Merger and shall remain outstanding as a limited liability company interest of the Final Surviving Entity.
Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation to merge with and into Merger LLC, the separate corporate existence of the Surviving Corporation shall thereupon cease, Merger LLC shall continue as the surviving entity (the “Surviving Company”) and all of the rights and obligations of the Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Company. The Subsequent Merger shall have the effects set forth in Section 18-209(g) of the LLC Act. Immediately following the completion of the Subsequent Merger, the Certificate of Formation and Operating Agreement of the Surviving Company shall be in the forms attached hereto as Exhibit A and Exhibit B, respectively.
(b) The Merger and Subsequent Merger, taken together, are intended to be treated for federal income tax purposes as a “reorganization” under Section 368(a) of the Code (to which each of Parent and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Parent, with the Company Common Stock converted in such merger into the right to receive the consideration provided for hereunder.
(c) Each of the parties hereto shall, and shall cause its Affiliates to, treat the Merger and Subsequent Merger for all Tax (as hereinafter defined) purposes consistent with Section 1.08(b) unless required to do otherwise by applicable Law.
Subsequent Merger. As soon as practicable following the Effective Time, Xxxxxxxxxx shall, and it shall cause VFSC (as the Surviving Corporation in the Merger) to, effect the Subsequent Merger by executing and filing (i) articles of merger with the Secretary of State of the State of Vermont pursuant to the VBCA and (ii) a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL. The Subsequent Merger shall become effective at the time (the "Subsequent Effective Time") specified in both (i) the articles of merger filed with the Secretary of State of the State of Vermont pursuant to Section 11.05 of the VBCA and (ii) the certificate of merger filed with the Secretary of State of the State of Delaware pursuant to Section 252 of the DGCL. As a result of the Subsequent Merger, the separate corporate existence of VFSC shall cease and Chittenden shall be the surviving corporation and continue its corporate existence under the laws of the State of Vermont. The Subsequent Merger shall have the effects prescribed in Section 11.06 of the VBCA and Sections 259 and 261 of the DGCL.
Subsequent Merger. In the event that the Requisite Consents are obtained following commencement of the Exchange Offer, Acquiror will continue with the Exchange Offer pursuant to this Section and promptly following consummation of the Exchange Offer Acquiror will cause the Merger to occur, with the Exchange Ratio equal to the exchange ratio applicable to the Exchange Offer. Acquiror will make all requisite filings in connection with the Merger, including the preparation and distribution of a registration statement and any required information statement. If the Requisite Consents are obtained after the Solicitation Termination Date but prior to the time the Exchange Offer is commenced, Acquiror shall either proceed as set forth in this paragraph or abandon the Exchange Offer and (by written notice to the Company) restore the obligations of the parties with respect to the Merger, fully as though the Requisite Consents had been obtained prior to commencement of the Exchange Offer.
Subsequent Merger. As soon as practicable after the Closing, upon the filing of a certificate of merger as provided in Section 1702.43 of the OGCL and pursuant to resolutions of the boards of directors of the Purchaser and the Company, the Purchaser will be merged with and into the Company, the separate organizational existence of the Purchaser will cease and the Company will continue as the surviving corporation and as a wholly-owned Subsidiary of Holdings.
Subsequent Merger. Subject to all applicable federal and state laws (including, without limitation, federal and state securities laws), as promptly as reasonably possible following the Closing, Parent and Acquisition Sub shall cause the Company to be merged with and into Acquisition Sub pursuant to an Agreement and Plan of Merger substantially in the form attached hereto as Exhibit C (the "Merger Agreement"), with Acquisition Sub surviving and each stockholder, warrant holder, and option holder of the Company at the time of such merger (other than the Acquisition Sub) receiving the Merger Consideration (as defined in the Merger Agreement) set forth in the Merger Agreement. In the event the merger does not occur, Parent and Acquisition Sub agree the outstanding stock of the Company will be acquired (directly or indirectly) by them (if at all) in a manner that does not cause the acquisition of the Shares under this Agreement to be a taxable transaction.
Subsequent Merger. (a) Immediately after the Effective Time, Regis will cause the Surviving Corporation to merge with and into Subco and the separate corporate existence of the Surviving Corporation shall thereupon cease and Subco shall be the surviving entity (the “Surviving Entity”) in the Subsequent Merger.
(b) At the effective time of the Subsequent Merger, the common stock of the Surviving Corporation shall automatically be converted into a $100 fixed value membership interest in the Surviving Entity.
(c) With respect to any time following the Subsequent Merger, references herein to the Surviving Corporation shall refer to the Surviving Entity.
Subsequent Merger. 9 4.2 Charter........................................................ 9 4.3 Bylaws......................................................... 9 4.4
Subsequent Merger. UB and FNB acknowledge that it is the intention of FNB to merge CCSB with and into FNB, with FNB being the surviving entity, immediately following the Closing and UB agrees to cooperate with FNB in securing all regulatory approvals required to consummate such merger and to take all other actions as may be reasonably requested by FNB to assist in completion of such merger; provided that UB shall not be required to incur any out-of-pocket expenses in connection with its efforts hereunder.
