Formation of Merger Sub. Prior to the time of Closing, CTC shall cause Merger Sub to be incorporated and organized under the laws of the State of Delaware and thereafter to execute and deliver the Plan of Merger. Immediately after the incorporation of Merger Sub, CTC shall purchase all of the authorized shares of capital stock of Merger Sub and shall make no disposition or transfer of such shares pending the Closing.
Formation of Merger Sub. As promptly as reasonably practicable (but in no event later than thirty (30) days) after the date of this Agreement, Parent shall cause Merger Sub to be formed as a majority owned (directly or indirectly) exempted company under the laws of the Cayman Islands and to join this Agreement by signing a counterpart signature page hereto or by signing a joinder agreement or similar document in form reasonably satisfactory to the Company and, if appropriate to cause Merger Sub to join this Agreement, Parent and the Company also shall sign such agreement or document. Parent shall take such actions as are necessary to cause the board of directors of Merger Sub to approve this Agreement and to cause the shareholders of Merger Sub to approve the execution, delivery and performance of this Agreement, the approval and authorization of the Plan of Merger and the consummation of the Transactions by Merger Sub and, if required, Parent shall cause the board of directors of Merger Sub to approve, and the Company Board shall approve, the Plan of Merger in the form to be filed with the Registrar as contemplated by Section 2.2 with such changes as necessary or appropriate in connection with the formation of Merger Sub and in any case consistent with the terms of this Agreement. Notwithstanding any provision herein to the contrary, (i) the obligations of Merger Sub to perform its covenants under this Agreement, and of Parent to cause Merger Sub to take any actions, shall commence only at the time Merger Sub so joins this Agreement and (ii) each representation and warranty made by or with respect to Merger Sub shall be deemed not made until Merger Sub’s joinder of this Agreement and any references to the date of this Agreement with respect thereto shall refer to the date of Merger Sub’s joinder.
Formation of Merger Sub. Parent shall form Merger Sub as promptly as practicable, but in any event within five (5) Business Days, following the date hereof, and shall cause Merger Sub, upon its formation, to execute and delivery the Joinder Agreement and agree to be bound hereunder. Merger Sub’s articles of incorporation and bylaws shall be in a form reasonably acceptable to Parent and the Company.
Formation of Merger Sub. Promptly after the execution of this Agreement, Parent shall incorporate Merger Sub under the DGCL, and as soon as practicable thereafter and prior to the Effective Time, Parent, the Company and Merger Sub shall enter into an amendment to this Agreement pursuant to which Merger Sub shall become a Party to this Agreement.
Formation of Merger Sub. Parent shall duly form Merger Sub as a wholly owned subsidiary of Parent incorporated in Delaware and shall cause Merger Sub to execute and deliver this Agreement prior to the Closing. For the avoidance of doubt, the failure of Merger Sub to sign this Agreement on the date hereof shall not call into question the binding and enforceable nature of this Agreement among those parties who have executed and delivered this Agreement as of the date hereof. Parent shall cause the board of directors of Merger Sub to approve and adopt this Agreement and shall vote its shares or consent in writing to the adoption of this Agreement in its capacity as the sole stockholder of Merger Sub.
Formation of Merger Sub. Parent has caused Merger Sub to be incorporated under the Laws of the State of Delaware.
Formation of Merger Sub. Certificate of Incorporation and Bylaws of ------------------------------------------------------------------- Surviving Corporation. ---------------------
Formation of Merger Sub. As promptly as reasonably practicable following the date hereof, the Company shall form Merger Sub and shall cause Merger Sub to join this Agreement by executing a joinder to this Agreement substantially in the form attached hereto as Exhibit E and to assume all of the rights and obligations of Merger Sub hereunder.
Formation of Merger Sub. As soon as practicable following the date of this Agreement, BBVA shall cause Merger Sub to be duly organized as a wholly-owned Subsidiary of BBVA and to become a party to this Agreement by executing and delivering a supplement hereto. Prior to the Closing, BBVA shall cause the Merger Sub Board of Directors and the sole stockholder of Merger Sub to approve the Merger and the consummation of the transactions described in this Agreement, and shall cause the transactions contemplated hereby to be authorized and approved by all necessary corporate action on the part of Merger Sub.
Formation of Merger Sub. Prior to Closing, Lithia will form Lithia Acquisition Corp. #99-5, a wholly owned subsidiary under Colorado law ("MERGER SUB"), which subsidiary, subject to the satisfaction of all conditions to Closing, Lithia will cause to execute the Plan of Merger and the Articles of Merger. Lithia will cause the Board of Directors of Merger Sub to approve the Plan of Merger.
