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, the Surviving Corporation shall 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 effects of the Subsequent Merger shall be as provided in this Agreement and the applicable provisions of the LLC Act. Immediately following the completion of the Subsequent Merger, the Articles of Organization and Operating Agreement of the Surviving Company shall be as mutually agreed by Parent and the Company prior to filing the Joint Proxy Statement with the SEC.
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. 4.2
Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation to merge with and into a newly created limited liability company which is a direct, wholly owned Subsidiary of Parent (the “Sister Subsidiary”) and the separate corporate existence of the Surviving Corporation shall thereupon cease (the “Subsequent Merger”) if, prior to the Effective Time: (i) the Company shall have received the opinion of Pillsbury Winthrop LLP, special counsel to the Company, dated as of the Closing Date, to the effect that the Merger and the Subsequent Merger, taken together, will be treated for U.S. federal income tax purposes as a Table of Contents reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), and that each of Parent and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code and (ii) Parent shall have received the opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, special counsel to Parent, dated as of the Closing Date, to the effect that the Merger and the Subsequent Merger, taken together, will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that each of Parent and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code. The parties agree to make such reasonable representations as may be requested by Pillsbury Winthrop LLP and/or Sidley Xxxxxx Xxxxx & Xxxx LLP for the purpose of rendering such opinions, and in rendering such opinions such counsel may rely on such representations. In the absence of a change in circumstances, if the Subsequent Merger will occur, Parent and Sub currently expect to be able to make representations substantially to the effect of the representations in Exhibit A (the “Parent Tax Certificate”) (other than the representation set forth in paragraph 2 thereof) and the Company currently expects to be able to make representations substantially to the effect of the representations in Exhibit B (the “Company Tax Certificate”) (other than the representation set forth in paragraph 3 thereof). Each of the Company and Parent shall request its respective counsel to render opinions prior to the Effective Time to the effect described above. In the event either party’s counsel is unable to render opinions prior to the Effective Time to the effect described above, s...
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. (a) If there is a Conversion Event, (i) Parent, Merger Sub, Sister Subsidiary and the Company shall, promptly after the Conversion Date, amend this Agreement to include representations, warranties and covenants of Sister Subsidiary which are substantially equivalent to the representations, warranties and covenants of Merger Sub and such other changes to this Agreement as may be reasonably necessary to effect the Merger following the Conversion Event and the Subsequent Merger discussed below and (ii) immediately following the Effective Time and in accordance with the DGCL, Parent shall cause the Surviving Company to merge with and into Sister Subsidiary and the separate corporate existence of the Surviving Company shall thereupon cease (the “Subsequent Merger”) and Sister Subsidiary, as the surviving corporation in the Subsequent Merger, shall by virtue of the Subsequent Merger continue its existence under the laws of the State of Delaware. At the effective time of the Subsequent Merger and without any further action on the part of the Surviving Company, Parent, Sister Subsidiary or any holder of any capital stock of the Surviving Company, Parent or Sister Subsidiary, each share of common stock, par value $0.0001 per share, of the Surviving Company issued and outstanding immediately prior to the effective time of the Subsequent Merger shall be converted into one share of common stock, par value $0.0001 per share, of Sister Subsidiary.
Subsequent Merger. 9 4.2 Charter........................................................ 9 4.3 Bylaws......................................................... 9 4.4
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 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.
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.
