Formation of Merger Sub, Holdco1 and Holdco2 Sample Clauses

Formation of Merger Sub, Holdco1 and Holdco2. Prior to the Effective Time, Live Nation shall form Merger Sub, Holdco1 and Holdco2 and cause Merger Sub to accede to this Agreement in accordance with Section 6.14.
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Formation of Merger Sub, Holdco1 and Holdco2. Accession 54 6.15 Live Nation Rights 55 6.16 Series A Preferred Stock 55 6.17 Assumption 55 6.18 Voting Agreement 55 ARTICLE VII Conditions Precedent 55 7.1 Conditions to Each Party’s Obligation to Effect the Merger 55 7.2 Conditions to Obligation of Ticketmaster 56 7.3 Conditions to Obligation of Live Nation 57 ARTICLE VIII Termination, Fees and Expenses, Amendment and Waiver 58 8.1 Termination 58 8.2 Effect of Termination 59 8.3 Fees and Expenses 59 8.4 Amendment 61 8.5 Extension; Waiver 61 8.6 Procedure for Termination, Amendment, Extension or Waiver 61 ARTICLE IX General Provisions 62 9.1 Definitions 62 9.2 Cross-References to Other Definitions 67 9.3 Interpretation 69 9.4 Nonsurvival of Representations and Warranties 69 9.5 Notices 69 9.6 Severability 70 9.7 Counterparts 71 9.8 Entire Agreement; No Third-Party Beneficiaries 71 9.9 Governing Law 71 9.10 Assignment 71 9.11 Specific Enforcement and Forum Selection 71 9.12 Waiver of Jury Trial 71 9.13 Headings 71 Exhibit A – Form of Bylaws of Live Nation after the Effective Time AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of February 10, 2009, among Ticketmaster Entertainment, Inc., a Delaware corporation (“Ticketmaster”), Live Nation, Inc., a Delaware corporation (“Live Nation”), and, from and after its accession to this Agreement in accordance with Section 6.14, a Delaware limited liability company (“Merger Sub,” together with Ticketmaster and Live Nation, the “parties”).
Sample 1
Formation of Merger Sub, Holdco1 and Holdco2. Accession 60 6.15 Live Nation Rights 60 6.16 Series A Preferred Stock 61 6.17 Assumption 61 6.18 Voting Agreement 61 ARTICLE VII Conditions Precedent 61 7.1 Conditions to Each Party's Obligation to Effect the Merger 61 7.2 Conditions to Obligation of Ticketmaster 62 7.3 Conditions to Obligation of Live Nation 63 ARTICLE VIII Termination, Fees and Expenses, Amendment and Waiver 64 8.1 Termination 64 8.2 Effect of Termination 65 8.3 Fees and Expenses 65 8.4 Amendment 67 8.5 Extension; Waiver 68 8.6 Procedure for Termination, Amendment, Extension or Waiver 68
Sample 1

Related to Formation of Merger Sub, Holdco1 and Holdco2

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Capital Stock of Merger Sub Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Effect of Merger on Capital Stock At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or their stockholders:

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

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