UPC MERGER SUBSIDIARY ORGANIZATION. UPC shall organize UPC Merger Subsidiary under the Laws of the State of Delaware. Prior to the Effective Time, the outstanding capital stock of UPC Merger Subsidiary shall consist of 1,000 shares of UPC Merger Subsidiary Common Stock, all of which shares shall be owned by UPC. Prior to the Effective Time, UPC Merger Subsidiary shall not (i) conduct any business operations whatsoever or (ii) enter into any Contract or agreement of any kind, acquire any assets or incur any Liability, except as may be specifically contemplated by this Agreement or the Plan of Merger or as the Parties may otherwise agree. UPC, as the sole stockholder of UPC Merger Subsidiary, shall vote prior to the Effective Time the shares of UPC Merger Subsidiary Common Stock in favor of the Plan of Merger.
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Samples: Agreement and Plan of Reorganization (Union Planters Corp), Agreement and Plan of Reorganization (Sho Me Financial Corp), Agreement and Plan of Reorganization (Magna Bancorp Inc)
UPC MERGER SUBSIDIARY ORGANIZATION. UPC shall organize UPC Merger Subsidiary under the Laws of the State of DelawareTennessee. Prior to the Effective Time, the outstanding capital stock of UPC Merger Subsidiary shall consist of 1,000 shares of UPC Merger Subsidiary Common Stock, all of which shares shall be owned by UPC. Prior to the Effective Time, UPC Merger Subsidiary shall not (i) conduct any business operations whatsoever or (ii) enter into any Contract or agreement of any kind, acquire any assets or incur any Liability, except as may be specifically contemplated by this Agreement or the Plan of Merger or as the Parties may otherwise agree. UPC, as the sole stockholder of UPC Merger Subsidiary, shall vote prior to the Effective Time the shares of UPC Merger Subsidiary Common Stock in favor of the Plan of Merger.
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