Formation of Merger Subsidiaries. 3 1.02. The Mergers.......................................................... 3 1.03. Closing.............................................................. 3 1.04. Effective Time....................................................... 4 1.05. Effect of the Mergers................................................ 4 1.06. Articles of Incorporation; Certificate of Incorporation; Bylaws; Directors and Officers of Surviving Corporation................... 4 1.07. Restated Certificate of Incorporation and Restated Bylaws of BBI..... 5
Formation of Merger Subsidiaries. BBI has formed IVAX Merger Sub and Bergen Merger Sub under the FBCA and the NJBCA, respectively, as wholly owned subsidiaries of BBI. Each of the Merger Subsidiaries has been formed solely to facilitate the Mergers and shall conduct no business or activity other than in connection with the Mergers. BBI shall, and IVAX and Bergen shall each cause BBI to, execute formal written consents under Section 607.0704 of the FBCA and Section 14A:5-6 of the NJBCA, respectively, as the sole shareholder of each of the Merger Subsidiaries, approving the execution, delivery and performance of this Agreement by each of the Merger Subsidiaries.
Formation of Merger Subsidiaries. 2 1.4. Headquarters of Parent................................................... 2 1.5. Actions of AmeriSource and Bergen........................................ 3
Formation of Merger Subsidiaries. Parent has formed AmeriSource Merger Sub and Bergen Merger Sub under the DGCL and the NJBCA, respectively, as wholly owned subsidiaries of Parent. Each of the Merger Subsidiaries has been formed solely to facilitate the Mergers (as defined in Section 2.1) and shall conduct no business or activity other than in connection with the Mergers.
Formation of Merger Subsidiaries. Following the execution of this Agreement and prior to the Closing Date, the Holding Company shall form, solely for the purpose of consummating the transactions contemplated by this Section 3.1, five subsidiary corporations (hereinafter referred to as the "Merger Subsidiaries") under the laws of the jurisdictions which correspond to the jurisdiction in which the corporation into which each such Merger Subsidiary shall merged as hereinafter provided, which shall be known, respectively, as follows: (i) "WE JAC Acquisition Subsidiary, Inc." (hereinafter referred to as "WE JAC Acquisition"); (ii) "Miracle Industries Acquisition Subsidiary, Inc." (hereinafter referred to as "Miracle Industries Acquisition"); (iii) "Lube Ventures Acquisition Subsidiary, Inc." (hereinafter referred to as "Lube Ventures Acquisition"); (iv) "Rocky Mountain I Acquisition Subsidiary, Inc." (hereinafter referred to as "Rocky Mountain I Acquisition"); and (v) "Rocky Mountain II Acquisition Subsidiary, Inc." (hereinafter referred to as "Rocky Mountain II Acquisition"). 3.1.2 Merger of WE JAC Acquisition with and into WE JAC. (a) WE JAC Merger. Subject to the prior satisfaction of each of the conditions precedent set forth in Section 4.1 hereof, and of each of the conditions precedent set forth in Section 4.2, which have not been waived in writing by WE JAC, and of each of the conditions precedent set forth in Section 4.10, which have not been waived in writing by the Holding Company, on the Closing Date, WE JAC Acquisition shall be merged with and into WE JAC (the "WE JAC Merger"); whereupon, (i) the separate existence of WE JAC Acquisition shall cease; (ii) WE JAC shall continue in existence and shall thereafter possess all of the purposes and powers of WE JAC Acquisition; (iii) WE JAC shall succeed to all of the assets, rights, properties, licenses, franchises and privileges of WE JAC Acquisition (if any), which shall be transferred to, vested in and devolved upon WE JAC without further act or deed, subject to all of the debts and obligations of WE JAC Acquisition (if any); and (iv) WE JAC shall thereafter be liable and responsible for all of the liabilities, duties, indebtedness, obligations and responsibilities of WE JAC Acquisition (if any). The Certificate of Incorporation and Bylaws of WE JAC in effect as of the Effective Time of the WE JAC Merger shall continue to be the Certificate of Incorporation and Bylaws of WE JAC. In addition, as part of the WE JAC Merger, each warrant an...
Formation of Merger Subsidiaries. To facilitate the mergers described in Section 3, Parent shall cause the formation of two corporations under the laws of the State of Delaware (the "Merger Subs"), and shall acquire all of the issued and outstanding shares of their capital stock.
Formation of Merger Subsidiaries. 2 1.2 The Mergers.......................................................................2 1.3 Closing...........................................................................2 1.4
Formation of Merger Subsidiaries. SHG has formed Servico Merger Sub and Impac Merger Sub (collectively, the "Merger Subsidiaries") under the FBCA and the GLLCA, respectively, as wholly-owned subsidiaries of SHG. Each of the Merger Subsidiaries has been formed solely to facilitate the Mergers and shall conduct no business or activity other than in connection with the Mergers. SHG shall, and Servico shall cause SHG to, execute formal written consents under Section 607.0704 of the FBCA and Section 14-10-000 xx the GLLCA, respectively, as the sole shareholder and member of each of the Merger Subsidiaries, approving the execution, delivery and performance of this Agreement by each of the Merger Subsidiaries.
Formation of Merger Subsidiaries. Following the execution of this Agreement and prior to the Closing Date, the Holding Company shall form, solely for the purpose of consummating the transactions contemplated by this Section 3.1, five subsidiary corporations (hereinafter referred to as the "Merger Subsidiaries") under the laws of the jurisdictions which correspond to the jurisdiction in which the corporation into which each such Merger Subsidiary shall merged as hereinafter provided, which shall be known, respectively, as follows: (i) "WE JAC Acquisition Subsidiary, Inc." (hereinafter referred to as "WE JAC Acquisition"); (ii) "Miracle Industries Acquisition Subsidiary, Inc." (hereinafter referred to as "Miracle Industries Acquisition"); (iii) "Lube Ventures Acquisition Subsidiary, Inc." (hereinafter referred to as "Lube Ventures Acquisition"); (iv) "Rocky Mountain I Acquisition Subsidiary, Inc." (hereinafter referred to as "Rocky Mountain I Acquisition"); and (v) "Rocky Mountain II Acquisition Subsidiary, Inc." (hereinafter referred to as "Rocky Mountain II Acquisition").
Formation of Merger Subsidiaries. CPI will cause the following to occur: (i) Holdco to be formed under the Delaware General Corporation Law ("DGCL"), (ii) a wholly owned subsidiary of Holdco to be formed to be merged into CPI ("C-Sub"); and (iii) a wholly owned subsidiary of Holdco to be formed to be merged into Target ("T-Sub," and together with C-Sub, the "Merger Subsidiaries"), in each case as set forth in Section 1.2 hereof. Each of the Merger Subsidiaries will be formed solely to facilitate the Mergers and will conduct no business or activity other than in connection with the Mergers. CPI and Target will cause (i) Holdco and the Merger Subsidiaries to execute and deliver a joinder to this Agreement pursuant to Section 251 of the DGCL, and (ii) Holdco to execute formal written consents under Section 228 of the DGCL as the sole stockholder of each of the Merger Subsidiaries, approving the execution, delivery and performance of this Agreement by each of the Merger Subsidiaries.
