Business Combination Agreement By and Among Linde Aktiengesellschaft, Praxair, Inc., Linde plc, Zamalight Holdco LLC and Zamalight Subco, Inc.Business Combination Agreement • July 28th, 2017 • Linde PLC • Industrial inorganic chemicals
We have acted as counsel for Linde Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the Laws of the Federal Republic of Germany (“Linde”), in connection with the Business Combination Agreement dated June 1, 2017 (the “Agreement”), by and among Linde, Praxair, Inc., a Delaware corporation (“Praxair”), Linde plc (formerly known as Zamalight plc), a public limited company incorporated under the Laws of Ireland (“New Holdco”), Zamalight Holdco LLC, a Delaware limited liability company and newly formed wholly-owned Subsidiary of New Holdco, and Zamalight Subco, Inc., a Delaware corporation and newly formed, wholly-owned Subsidiary of Zamalight Holdco LLC, whereby Praxair and Linde will become Subsidiaries of New Holdco, on the terms and conditions set forth therein. For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Agreement and references herein to the Agreement shall include all
