The Surviving Corporation The Surviving Corporation shall succeed to all of the rights, privileges, immunities and franchises of Merger Sub, all of the properties and assets of Merger Sub and all of the debts, choses in action and other interests due or belonging to Merger Sub and shall be subject to, and responsible for, all of the debts, liabilities and obligations of Merger Sub with the effect set forth in the Florida Act.
Name of Surviving Corporation The name of the corporation, which is sometimes hereinafter referred to as the Surviving Corporation, shall, from and after the effective date of the merger, be DE LUXE ONYX COMPANY. The separate existence of DE LUXE ONYX COMPANY, of California, shall cease at the effective time of the merger, except insofar as it may be continued by law or in order to carry out the purpose of this Agreement of Merger and except as continued in the Surviving Corporation.
Corp has entered into an agreement, dated as of September 23, 2010 (the “Cargill Acknowledgement Letter”) with Cargill, Incorporated and its affiliates (collectively, “Cargill”), which provides that upon payment (the “Cargill Payment”) of $2,800,828 (plus accrued and unpaid interest on such amount as of the date of payment pursuant to the agreement, dated January 14, 2009, by and between BFE Corp. and certain of its affiliates and Cargill (the “Cargill Settlement Agreement”)) from the proceeds of the Rights Offering and the Concurrent Private Placement, Cargill shall forgive the remaining Payable (as defined in the Cargill Settlement Agreement) in exchange for Depositary Shares in an amount equal to the amount of the remaining Payable, which amount shall be converted into Depositary Shares at a price equal to the average of the volume weighted averages of the trading prices for the prior ten (10) day trading period of the Common Stock, ending on the second trading day immediately preceding the date the Depositary Shares are issued to Cargill (such amount of Depositary Shares, the “Cargill Depositary Shares”). BFE Corp. hereby agrees that it shall not breach, violate or terminate the Cargill Acknowledgment Letter. BFE Corp. agrees that it will not amend, waive or modify the Cargill Acknowledgement Letter without the written consent of Greenlight. The Cargill Depositary Shares will have the same rights and preferences (including the same Conversion Ratio) as the Depositary Shares that will be issued in the Rights Offering. In order to issue the Cargill Depositary Shares, BFE Corp. will designate and issue and deposit with the depositary a number of additional shares of Series A Non-Voting Convertible Preferred Stock that corresponds to the aggregate fractional interests in shares of Series A Non-Voting Convertible Preferred Stock that the newly issued Cargill Depositary Shares represent. In the event that an insufficient number of authorized shares of Series A Non-Voting Convertible Preferred Stock are available for such issuance and deposit with the depositary, BFE Corp. will establish an alternative method for satisfying the Cargill Stock Payment that is satisfactory to it, Cargill and the Backstop Parties. Concurrent with the issuance of Cargill Depositary Shares, the LLC will issue to BFE Corp. a number of Preferred Membership Interests equal to the number of Cargill Depositary Shares.
Corporation, etc The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Surviving Corporation 2 Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Place, 55 Par-la-Ville Road, Hamilton HM11, Bermuda (the "Guarantor")
Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.
Company The term “
SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.
Parent A parent, legal guardian or person in parental relation to the Student.