Upstream Merger. Immediately after the Effective Time, the Surviving Corporation shall merge with and into Merger LLC. From and after the effectiveness of the Upstream Merger, the separate corporate existence of the Surviving Corporation shall cease and Merger LLC shall continue as the surviving entity in the Upstream Merger (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 Upstream Merger shall have the effects set forth in Section 18-209(g) of the Delaware Limited Liability Company Act. Parent and Merger LLC shall take all reasonable steps and actions as shall be required to cause the Surviving Corporation and Merger LLC to consummate the Upstream Merger as set forth in this Section 5.18.
Upstream Merger. 5.14 U.S. Company Plan.................................... 3.8(a)
Upstream Merger. Immediately following the Effective Time, Parent shall cause the Upstream Merger to occur. There shall be no condition to the completion of the Upstream Merger other than the completion of the Acquisition Merger. Nothing contained in any agreement, certificate, filing or other document related to the Upstream Merger shall in any way alter, change or amend the provisions of this Agreement, and such agreements, certificates, filings or other documents shall be consistent in all respects with this Agreement. The plan of merger and the certificate of merger to be used in connection with the Upstream Merger shall be substantially in the form attached hereto as Exhibit A and Exhibit B, respectively (collectively, the "Certificate of Upstream Merger"). After the Second Effective Time, references to "Surviving Corporation" in this Agreement shall be deemed to refer to Parent.
Upstream Merger. If the Financing Election is not duly made in accordance with Section 5.15 above, Parent shall form a single member Delaware limited liability company (“Merger LLC”) and immediately after the Effective Time, shall cause the Surviving Corporation to merge with and into Merger LLC (the “Upstream Merger”). From and after the effectiveness of the Upstream Merger, the separate corporate existence of the Surviving Corporation shall cease and Merger LLC shall continue as the surviving entity in the Upstream Merger (the “Surviving Company”) and all of the rights and obligations of the Surviving Corporation (including its rights and obligations under this Agreement) shall be deemed the rights and obligations of the Surviving Company. The Upstream Merger shall have the effects set forth in Sections 259-261 of the DGCL and Section 18-209(g) of the Delaware Limited Liability Company Act. Parent and Merger LLC shall take all reasonable steps and actions as shall be required to cause the Surviving Corporation and Merger LLC to consummate the Upstream Merger as set forth in this Section 5.20.
Upstream Merger. The Upstream Merger shall be effective.
Upstream Merger. As soon as reasonably practicable after the Effective Time, but in no event later than 10 calendar days following the Effective Time, the Surviving Corporation shall merge with and into Parent. From and after the effectiveness of the Upstream Merger, the separate corporate existence of the Surviving Corporation shall cease and Parent shall continue as the surviving entity in the Upstream Merger. At the effective time of the Upstream Merger, (i) the Certificate of Incorporation, as amended as contemplated by this Agreement, and Bylaws of Parent shall be the Certificate of Incorporation and Bylaws of Parent as the surviving entity of the Upstream Merger; (ii) the Persons listed in the Proxy Statement shall be the directors and officers of Parent, in each case until their respective successors shall have been duly elected, designated or qualified or until their earlier death, resignation or removal in accordance with Parent’s Certificate of Incorporation and Bylaws; and (iii) the Upstream Merger shall have all the effects provided by Law, including Section 259 of the DGCL.
Upstream Merger. Parent and the Company shall take all steps and actions as shall be required to cause the Surviving Corporation and Parent to consummate the Upstream Merger as set forth in Section 2.18.
Upstream Merger. Immediately following the Merger, in accordance with the Maine Business Corporation Act (“MBCA”) and the MGCL, the Company will merge with and into Buyer in the Upstream Merger, the separate existence of the Company will cease and Buyer shall continue its corporate existence under its Articles of Incorporation, Bylaws and the laws of the State of Maine (Buyer, as the surviving corporation in the Upstream Merger, being sometimes referred to herein as the “Surviving Corporation”).
Upstream Merger. 2 Section 1.4 Closing................................................ 2 Section 1.5 Certificate of Incorporation; Bylaws.................
Upstream Merger. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall merge with and into Merger LLC. From and after the effectiveness of the Upstream Merger, the separate corporate existence of the Surviving Corporation shall cease and the Merger LLC shall continue as the surviving entity in the Upstream Merger. The Upstream Merger shall have the effects set forth in Section 259 of the DGCL. Parent and Merger LLC shall take all steps and actions as shall be required to cause the Surviving Corporation and Merger LLC to consummate the Upstream Merger as set forth in this Section 4.17.
