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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ivax Corp /De), Agreement and Plan of Merger (Bergen Brunswig Corp), Agreement and Plan of Merger (Ivax Corp /De)
