Common Contracts

2 similar Merger Agreement contracts by Ual Corp /De/

JONES DAY LETTERHEAD]
Merger Agreement • August 16th, 2010 • Ual Corp /De/ • Air transportation, scheduled

Pursuant 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

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June 25, 2010
Merger Agreement • June 25th, 2010 • Ual Corp /De/ • Air transportation, scheduled

Pursuant 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

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