JONES DAY LETTERHEAD]Merger Agreement • August 16th, 2010 • Ual Corp /De/ • Air transportation, scheduled
Contract Type FiledAugust 16th, 2010 Company IndustryPursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 2, 2010, by and among UAL Corporation, a Delaware corporation (“Parent”), JT Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Continental Airlines, Inc., a Delaware corporation (the “Company”), Merger Sub will merge with and into the Company (the “Merger”). Section 7.3(c) of the Merger Agreement provides that a condition to closing is the receipt by the Company of an opinion of Jones Day, dated as of the date the Form S-4 (the “Registration Statement”) is first filed with the Securities and Exchange Commission (the “Commission”) and as of the Closing Date, that the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that Parent, Merger Sub, and the Company will each be a “party” to such reorganization within the meaning of Section 368(b) of the Code. Capita
June 25, 2010Merger Agreement • June 25th, 2010 • Ual Corp /De/ • Air transportation, scheduled
Contract Type FiledJune 25th, 2010 Company IndustryPursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 2, 2010, by and among UAL Corporation, a Delaware corporation (“Parent”), JT Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Continental Airlines, Inc., a Delaware corporation (the “Company”), Merger Sub will merge with and into the Company (the “Merger”). Section 7.3(c) of the Merger Agreement provides that a condition to closing is the receipt by the Company of an opinion of Jones Day, dated as of the date the Form S-4 (the “Registration Statement”) is first filed with the Securities and Exchange Commission (the “Commission”) and as of the Closing Date, that the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that Parent, Merger Sub, and the Company will each be a “party” to such reorganization within the meaning of Section 368(b) of the Code. Capita