The Second Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement and in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “LLC Act”), at the Second Merger Effective Time, the Surviving Corporation shall be merged with and into Merger Sub 2 and the separate corporate existence of the Surviving Corporation shall thereupon cease. Merger Sub 2 shall be the surviving company in the Second Merger (the “Surviving Company”), and the separate corporate existence of the Surviving Company with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Second Merger, except as set forth in Article II. The Second Merger shall have the effects specified in this Agreement and by the DGCL and the LLC Act. Without limiting the generality of the foregoing and subject thereto, at the Second Merger Effective Time, all of the property, rights, privileges, immunities, powers, franchises and authority of the Surviving Corporation and Merger Sub 2 shall vest in the Surviving Company and all debts, liabilities and duties of the Surviving Corporation and Merger Sub 2 shall become the debts, liabilities and duties of the Surviving Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andeavor), Agreement and Plan of Merger (Marathon Petroleum Corp)
The Second Merger. Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in this Agreement and in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “LLC Act”)Agreement, at the Second Merger Effective Time, pursuant to the provisions of the DGCL and the Act, the Initial Surviving Corporation Entity shall be merged with and into Merger Sub 2 2, and the separate corporate existence of the Initial Surviving Corporation Entity shall thereupon ceasecease in accordance with the provisions of the DGCL and the Act. Merger Sub 2 shall be the surviving company entity in the Second Merger and shall continue to exist as a wholly owned Subsidiary of Parent (the “Surviving CompanyEntity”), and the separate corporate existence of the Surviving Company with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Second Merger, except as set forth in Article II. The Second Merger shall have the effects specified in this Agreement and by the DGCL and the LLC Act. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Second Merger Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, immunities, powers, powers and franchises and authority of the Initial Surviving Corporation Entity and Merger Sub 2 shall vest in the Surviving Company Entity, and all debts, liabilities and duties of the Initial Surviving Corporation Entity and Merger Sub 2 shall become the debts, liabilities and duties of the Surviving CompanyEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Money Express, Inc.), Agreement and Plan of Merger (Fintech Acquisition Corp. II)
