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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nicor Inc), Agreement and Plan of Merger (Agl Resources Inc)
Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation shall 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 effects of the Subsequent Merger shall be as provided have the effects set forth in this Agreement and the applicable provisions Section 18-209(g) of the LLC Act. Immediately following the completion of the Subsequent Merger, the Articles Certificate of Organization Formation and Operating Agreement of the Surviving Company shall be in the forms attached hereto as mutually agreed by Parent Exhibit A and the Company prior to filing the Joint Proxy Statement with the SECExhibit B, respectively.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Hewitt Associates Inc)
Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation shall 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 effects of the Subsequent Merger shall be as provided have the effects set forth in this Agreement and the applicable provisions Section 18-209(g) of the LLC Act. Immediately following the completion of the Subsequent Merger, the Articles Certificate of Organization Formation and Operating Agreement operating agreement of the Surviving Company shall be in the forms attached hereto as mutually agreed Exhibit B and Exhibit C, respectively (with such changes as may be required by Parent and the Company prior to filing the Joint Proxy Statement with the SECSEC or any other Governmental Entity).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBOE Holdings, Inc.), Agreement and Plan of Merger (Bats Global Markets, Inc.)
Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation shall to merge with and into Merger LLCLLC (the “Subsequent Merger”), 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 have the effects set forth in this Agreement and the applicable provisions Section 18-209(g) of the LLC Act. Immediately following the completion of the Subsequent Merger, the Articles Certificate of Organization Formation and Operating Agreement of the Surviving Company shall be in the forms attached hereto as mutually agreed by Parent Exhibit B and the Company prior to filing the Joint Proxy Statement with the SECExhibit C, respectively.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Churchill Downs Inc), Agreement and Plan of Merger (Youbet Com Inc)
Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation shall 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 effects of the Subsequent Merger shall be as provided have the effects set forth in this Agreement and the applicable provisions Section 18-209(g) of the LLC Act. Immediately following the completion of the Subsequent Merger, the Articles certificate of Organization formation and Operating Agreement operating agreement of the Surviving Company shall be in the forms attached hereto as mutually agreed by Parent Exhibit C and the Company prior to filing the Joint Proxy Statement with the SECExhibit D, respectively.
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