Examples of Xxxxxxx Merger Sub in a sentence
As of the date hereof, ARYA has no subsidiaries, other than Xxxxxxx Merger Sub 1, and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated.
Xxxxxxx Merger Sub does not have, directly or indirectly, any assets, liabilities or obligations or conducted any business other than incident to its formation and pursuant to this Agreement, the Merger and the other transactions contemplated hereby.
At the Effective Time, by virtue of the Merger, the certificate of formation and limited liability company agreement of Xxxxxxx Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of formation and limited liability company agreement, respectively, of Surviving Entity as of and after the Effective Time (until thereafter amended as provided therein or by applicable Law).
As a result of the Merger, the separate limited partnership existence of the Partnership shall cease and Xxxxxxx Merger Sub shall continue as the surviving limited liability company (“Surviving Entity”).
Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges, powers and franchises of the Partnership and Xxxxxxx Merger Sub shall vest in Surviving Entity, and all debts, liabilities and duties of the Partnership and Xxxxxxx Merger Sub shall become the debts, liabilities and duties of Surviving Entity, all as provided in the applicable provisions of the DLLCA and the DRULPA.
Contango, in its capacity as sole member of Xxxxxxx Merger Sub, has approved and adopted this Agreement and the transactions contemplated hereby.
Xxxxxxx Merger Sub was formed solely for the purpose of engaging in the Merger and the other transactions contemplated by this Agreement.
The persons who are the officers of Xxxxxxx Merger Sub immediately prior to the Effective Time shall be the officers and hold the same offices of Surviving Entity effective as of the Effective Time, each such person to hold office in accordance with the Governing Documents of Surviving Entity.
Notwithstanding any other provision of this Agreement, Xxxxxxx, Xxxxxxx Merger Sub and Nine shall be entitled to deduct and withhold from amounts payable under this Agreement such amounts as are required to be deducted or withheld under applicable Laws for or on account of any Tax.
The Board of Xxxxxxx Merger Sub immediately prior to the Effective Time shall be the board of directors of the Surviving Company immediately following the Effective Time, until their respective successors have been duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the Certificate of Incorporation and bylaws of the Surviving Company.