Effects of the LLC Merger. (a) At the time at which the LLC Merger is filed with the Secretary of State of Delaware, as described in Section 1.04 (the "LLC Effective Time"), (i) the separate existence of Corvas shall cease and Corvas shall be merged with and into LLC, with LLC as the surviving entity in the LLC Merger (LLC and Corvas are sometimes referred to below as the "LLC Constituent Entities" and LLC is sometimes referred to below as the "Continuing LLC"), and (ii) the Certificate of Formation and the Operating Agreement of LLC as in effect immediately prior to the Effective Time shall be unchanged by the LLC Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corvas International Inc), Agreement and Plan of Merger (Dendreon Corp)
Effects of the LLC Merger. (a) At the time at which the LLC Merger is filed with the Secretary of State of Delaware, as described in Section 1.04 1.10 (the "LLC Effective Time"), (i) the separate existence of Corvas the Company shall cease and Corvas the Company shall be merged with and into LLC, with LLC as the surviving entity in the LLC Merger (LLC and Corvas the Company are sometimes referred to below as the "LLC Constituent Entities" and LLC following the LLC Merger is sometimes referred to below as the "Continuing LLC"), and (ii) the Certificate of Formation and the Operating Agreement of LLC as in effect immediately prior to the Effective Time shall be unchanged by the LLC Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc)
Effects of the LLC Merger. (a) At the time at which the LLC Merger is filed with the Secretary of State of Delaware, as described in Section 1.04 1.11 (the "“LLC Effective Time"”), (i) the separate existence of Corvas the Company shall cease and Corvas the Company shall be merged with and into LLC, with LLC as the surviving entity in the LLC Merger (LLC and Corvas the Company are sometimes referred to below as the "“LLC Constituent Entities" ” and LLC following the LLC Merger is sometimes referred to below as the "“Continuing LLC"”), and (ii) the Certificate of Formation and the Operating Agreement of LLC as in effect immediately prior to the Effective Time shall be unchanged by the LLC Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (St. Bernard Software, Inc.)
