Subsequent Mergers. (a) Immediately following the Effective Time, Seller shall be merged with and into Buyer pursuant to a Short Form Merger Agreement in substantially the form attached hereto as Exhibit 1 (“Merger 2” ).
Subsequent Mergers. (i) Trilogy Holdings shall merge with and into the Blocker Entity, with the Blocker Entity being the surviving entity of such merger.
Subsequent Mergers. Immediately after the Effective Time, Purchaser shall cause each of R III and U Opco to merge with and into U Newco in accordance with the DGCL. The Subsequent Mergers shall have the effects specified in the provisions of the DGCL and as a result of the Subsequent Mergers, the separate corporate existences of R III and U Opco shall cease and U Newco shall continue as the surviving corporation of the Subsequent Mergers (the “Surviving Newco”). The certificate of incorporation of U Newco in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Newco, until duly amended as provided therein or by applicable Law and the bylaws of U Newco in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Newco, until thereafter amended as provided therein or by applicable Law.
Subsequent Mergers. Company shall, and shall cause Bank to, cooperate in all reasonable respects with Parent in Parent’s efforts to obtain the approval of or consent to the Subsequent Mergers by all Governmental Entities whose approval or consent is required for the consummation thereof (including without limitation the execution and filing by Bank along with Parent of an application to the FDIC under the Bank Merger Act). Company and Parent shall take all action necessary and appropriate to cause the merger of Bank with and into Parent, with Parent as the surviving institution, immediately following the Merger, including by executing (in the case of Parent) and causing Bank to execute (in the case of Company), upon request of Parent, the Merger Agreement. After such approvals or consents have been obtained with respect to the Subsequent Mergers, as well as all required approvals or consents by any Governmental Entity with respect to the Merger, or prior thereto if notices are being sent pursuant to Section 7.2, Company and Bank will cooperate in all reasonable respects with Parent to facilitate the mailing or posting in a timely fashion of any notices to customers of the Bank or other Persons with respect to the Subsequent Mergers deemed necessary or appropriate by Parent, the cost thereof to be borne by Parent. At Parent’s request, and at its expense, Company and the Company Subsidiaries shall cooperate in all reasonable respects to facilitate the divestiture to third parties of any branches or assets of Company or any Company Subsidiary which may be required by any Governmental Entity as a condition to approval or consent to the Merger, any such divestiture to be subject to consummation of the Merger. By its execution of this Agreement, Company, in its capacity as the sole shareholder of Bank, shall be deemed to have duly approved the Merger Agreement and the transactions contemplated therein. For the avoidance of doubt, the consummation of the Subsequent Mergers pursuant to the Merger Agreement shall be subject to and conditioned upon the prior consummation of the Merger pursuant to the terms and provisions of this Agreement, and the Subsequent Mergers shall be consummated immediately following the Merger, subject to the terms and conditions hereof.
Subsequent Mergers. 49 6.10. Takeover Statute..................................................50
Subsequent Mergers. The parties contemplate that, immediately following the merger of Sub with and into the Company at the Effective Time as contemplated by Section 1.01, the Surviving Corporation shall be merged with and into the Parent, followed immediately by the merger of NSB with and into the Parent. In each case, the Parent shall succeed to and assume all the rights and obligations of the Surviving Corporation and NSB, respectively, in accordance with merger agreements substantially in the forms attached as Exhibits G and H hereto, respectively.
Subsequent Mergers. (a) Immediately following the Effective Time, the Surviving Company shall be merged with and into Buyer pursuant to a Short Form Merger Agreement in substantially the form attached hereto as Exhibit 1 (“Merger 2”).
Subsequent Mergers. As soon as practicable following the Mergers, RM Surviving Corporation shall take all action which is necessary or desirable, and shall cause each of P&P Holdings, Inc., Parkxx & Xarsxxx Xxxroleum USA, Inc., and Parkxx & Xarsley Development L.P., each of which is currently a Subsidiary of Spice, to take all action that is necessary or desirable, for each such subsidiary to be merged with and into SM Surviving Corporation, with SM Surviving Corporation to be the surviving entity in each such merger.
Subsequent Mergers. The CIB Parties have been informed that First Banks intends to cause (i) the merger of Hillside with and into SF Company, and (ii) the merger of Bank with and into First Bank, a Missouri banking corporation which is a wholly-owned subsidiary of SF Company, immediately following the Closing. The CIB Parties agree that they will cooperate with the First Banks Parties by executing any documents reasonably requested by First Banks, prior to or at the Closing, to expedite the consummation of such mergers (the "Subsequent Mergers"). Notwithstanding any subsequent mergers, the intention of the parties hereto is that the transactions contemplated hereby will be considered a qualified stock purchase for income tax purposes.
