Form of Merger. In the event that there is a Ruling Failure or an FCC Failure (each, a "Restructuring Trigger"), then the Merger shall be effected as the Reverse Merger and not as the Forward Merger and, in lieu of News Publishing Australia Limited, a newly formed indirect subsidiary of Buyer (which could, at the election of Buyer, be a subsidiary of BHC unless the BHC Merger has not occurred prior to the Effective Time) shall be Acquisition Sub and Buyer shall cause such Acquisition Sub to execute a counterpart signature page to this Agreement and become a party hereto; provided, that, notwithstanding the foregoing, if the Chrix-Xxxft Merger is to be effected as a Forward Merger (as defined in the Chrix-Xxxft Merger Agreement), then such Acquisition Sub shall be a first-tier subsidiary of Buyer that is controlled by Buyer within the meaning of Section 368(c) of the Code. In the event that, following the occurrence of a Restructuring Trigger, and prior to the Effective Time, subsequent events occur such that the conditions to effecting the Forward Merger are all satisfied, then the Merger shall occur as if such Triggering Event had never occurred. For purposes of this Agreement, a "Ruling Failure" shall be deemed to have occurred (i) if the IRS Ruling (as defined herein) is not obtained on or prior to the seven-month anniversary of the submission of the ruling request to the IRS (unless a responsible officer of the IRS has indicated to representatives of both the Company and Buyer that the IRS Ruling is likely to be issued within the next succeeding three months and such IRS Ruling is so issued within such three-month period) in form and substance reasonably satisfactory to each of the parties hereto or (ii) a responsible officer of the IRS has indicated to representatives of both Chrix-Xxxft and Buyer prior to the three-month anniversary of this Agreement that the IRS Ruling, in form and substance reasonably satisfactory to each of the parties hereto, is not likely to be issued, and such indication shall not have been reversed or withdrawn prior to the five-month anniversary of the date of this Agreement or (iii) either Kaye, Xxholer, Fierman, Hays & Xandler, LLP or Squadron, Ellenoff, Plesent & Sheixxxxx XXX indicates in writing to Chrix-Xxxft and Buyer that it will not be able to deliver its respective opinion pursuant to Section 7.3 or Section 7.2, as the case may be. For purposes of this Agreement, an "FCC Failure" shall be deemed to have occurred (i) if the FCC Cons...
Form of Merger. ABC and XYZ agree that the Merger shall take the structure of Consolidation. ABC shall survive the Merger and XYZ shall be dissolved after the Merger. Upon the Merger, the total sum of investment made by ABC shall be (dollars). The registered capital of the new entity shall be (dollars).
Form of Merger. 2.1 Subject to tax or legal advice recommending an alternate method of merging the two credit unions, the merger would be accomplished by the two credit unions entering into an asset transfer agreement pursuant to Section 16(2) of the Credit Union Incorporation Act (B.C.) (the “CUIA”), whereby FCU would purchase all of the assets and assume all of the liabilities of UBCU (the "Asset Transfer Agreement"). The Asset Transfer Agreement would contain those matters referred to in this Memorandum of Understanding and such other matters as are normally addressed in an asset transfer agreement pursuant to Section 16(2) of the CUIA.
Form of Merger. As for the merger between KDDI and POWEREDCOM, KDDI will be the existing company.
Form of Merger. The Parties agree that, upon the mutual consent of the Parties, the form of the Merger shall be changed from that set forth Recital D to a direct merger of RBMG with and into NetBank, with NetBank as the survivor, provided that Tax Counsel for each Party is able to deliver the opinion set forth in Section 7.1(e) based upon the change in the form of the Merger set forth herein.
Form of Merger. The Company, the Shareholders and Tyler may, pursuant to written amendment to this Agreement, change the form of the Merger to a merger of the Company with and into Sub, provided such a revised form of Merger would qualify as a reorganization under Section 386 of the Code.
Form of Merger. 2.1.1 Following the Merger, Chohung Bank (hereinafter referred to as "Chohung Bank" or "Surviving Company") shall continue to exist, and Shinhan Bank (hereinafter referred to as "Shinhan Bank" or "Disappearing Company") shall wind up.
Form of Merger. 55 SECTION 6.20 Advance of Funds ...................................... 56 SECTION 6.21 Obligations of FTH .................................... 56 ARTICLE VII
Form of Merger. Party A and Party B agree that the Merger shall take the form of amalgamation. Party A shall survive the Merger and Party B shall be dissolved after the Merger. Upon the Merger, the total amount of investment made by Party A shall be US$20,000,000. The registered capital of the new company shall be US$13,500,000.
Form of Merger. The Parties agree that this merger shall be made by absorption, i.e. MEMS and Advanced Analog will be merged into SIM-BCD.
