Merger 2. (a) Upon the terms and subject to the conditions hereof, at the Merger 2 Effective Time (as defined in Section 2.2(b)), the Intermediate Surviving Corporation shall be merged with and into Merger Sub 2 and the separate existence of the Intermediate Surviving Corporation shall thereupon cease, and Merger Sub 2 shall continue as the Surviving Corporation in accordance with the DGCL.
Merger 2. Immediately following the consummation of Merger 1, upon the terms and subject to the conditions hereof, at the Merger 2 Effective Time, the Intermediate Surviving Corporation shall be merged with and into Merger Sub 2 (“Merger 2” and, together with Merger 1, the “Mergers”) and the separate corporate existence of the Intermediate Surviving Corporation shall thereupon cease, and Merger Sub 2 shall continue as the surviving entity (the “Surviving Entity”) in accordance with the Limited Liability Company Act of the State of Delaware (the “LLC Act”). Merger 2 shall become effective upon the filing of the certificate of merger with respect to Merger 2 (the “Certificate of Merger 2” and, together with the Certificate of Merger 1, the “Certificates of Merger”) with the Secretary of State of the State of Delaware in accordance with the provisions of the LLC Act, or at such other time as Merger Sub 2 and the Intermediate Surviving Corporation shall agree should be specified in the Certificate of Merger 2, which filing shall be made as soon as practicable on the Closing Date following the Merger 1 Effective Time. When used in this Merger Agreement, the term “Merger 2 Effective Time” shall mean the time at which the Certificate of Merger 2 is accepted for filing by the Secretary of State of the State of Delaware or such time as otherwise specified in the Certificate of Merger 2. Merger 2 shall, from and after the Merger 2 Effective Time, have all the effects provided herein, in the Certificate of Merger 2 and in the applicable provisions of the LLC Act.
Merger 2. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, Holdings shall be merged with and into New Amethyst at the Merger 2 Effective Time, whereupon the separate existence of Holdings shall cease and New Amethyst shall continue as the surviving corporation as a result of Merger 2. Merger 2 shall have the effects specified in the DGCL. From and after the Merger 2 Effective Time, New Amethyst shall possess all the property, rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of Holdings, all as provided under the DGCL.
Merger 2. Upon the terms and subject to the conditions of this Agreement, at the Merger 2 Effective Time (as defined in Section 2(d), in accordance with the DGCL, Surviving Corporation 1 shall be merged with and into Parent, the separate existence of Surviving Corporation 1 shall thereupon cease, and Parent shall be the surviving corporation in Merger 2, hereinafter sometimes referred to as "SURVIVING CORPORATION 2."
Merger 2. In accordance with the provisions of this Agreement and the DGCL and the LLC Act, as applicable, Merger Sub shall be merged with and into Acquisition Vehicle. From and after the Merger 2 Effective Time (as defined below), the separate existence of Merger Sub shall cease and Acquisition Vehicle shall be the surviving company (the “Merger 2 Surviving Company”) and shall continue its limited liability company existence under the laws of the State of Delaware.
Merger 2. (a) The shares of capital stock of Merger Sub outstanding immediately prior to the Merger 2 Effective Time shall, by virtue of Merger 2 and without any action on the part of Merger Sub or the holder thereof, be automatically converted into all of the limited liability company interests in the Merger 2 Surviving Company which, as a result of the actions set forth in Section 2.2(b), shall constitute the only outstanding limited liability company interests of the Merger 2 Surviving Company. The Corporation, as the former holder of capital stock of Merger Sub shall, at the Merger 2 Effective Time, be admitted as the sole member of the Merger 2 Surviving Company.
Merger 2. Subject to the terms and conditions of this Agreement, immediately following the Effective Time, the Temporary Surviving Corporation shall be merged with and into MergerSub #2 with MergerSub #2 surviving the merger and the separate corporate existence of Temporary Surviving Corporation shall thereupon cease. MergerSub #2 (i) shall be the successor or surviving corporation in Merger #2 (sometimes herein referred to as the “Surviving Corporation”), (ii) shall be governed by the laws of the State of Delaware, and (iii) the separate corporate existence of MergerSub #2 with all its rights, privileges, immunities, powers and franchises shall continue unaffected by Merger #2. Merger #2 shall have the effects of Section 259 of the Delaware General Corporation Law.
Merger 2. Upon the terms and subject to the conditions of this Agreement and the Merger 2 Articles, at the Merger 2 Effective Time (as defined in Section 2(f)) in accordance with the DGCL and the TBCA, Convest shall be merged with and into Parent, the separate existence of Convest shall thereupon cease, and Parent shall be the surviving corporation in Merger 2 and is hereinafter sometimes referred to as "Surviving Corporation 2." (f) Effective Time of Merger 2. Merger 2 shall become effective at such time (the "Merger 2 Effective Time") as is the later to occur of (i) the time that the Merger 2 Certificate is filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger 2 Delaware Filing"), and (ii) the time that the Merger 2 Articles are filed with the Secretary of State of the State of Texas and a certificate of merger is issued thereby in accordance with the TBCA (the "Merger 2 Texas Filing" and, together with the Merger 2 Delaware Filing, the "Merger 2 Filings"). The Merger 2 Filings shall be made as soon as practicable following 10 the Dissolution Effective Time. The Merger 1 Filing, the Dissolution Filing and the Merger 2 Filings are collectively referred to herein as the "Merger Filings." (g)
Merger 2. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Holdings, Shelf and MS 2 shall cause MS 2 to be merged with and into Holdings (“Merger 2”), with Holdings being the surviving company (which is sometimes hereinafter referred to for the periods at and after the Merger 2 Effective Time as the “Holdings Surviving Company”) following Merger 2 and the separate existence of MS 2 shall cease. Merger 2 shall be consummated in accordance with this Agreement and the DLLCA and evidenced and effected by a Certificate of Merger in the form of Exhibit B-2 (the “Holdings Certificate of Merger”), such Merger 2 to be consummated immediately upon filing of the Holdings Certificate of Merger or at such later time as may be agreed by Acquiror and Holdings in writing and specified in the Holdings Certificate of Merger (the “Merger 2 Effective Time”).
Merger 2. 3.1 As at the Effective Date, the Transferor Companies will merge into D&D Ireland upon the terms and subject to the conditions set out in these Common Draft Terms, with D&D Ireland being the Successor Company. D&D Ireland shall thereby become the successor of the Transferor Companies. 2.3.2 As a consequence of the Merger, the ownership, title and the possession of the Assets and the Liabilities will pass to D&D Ireland, by operation of the Act. D&D Ireland will become entitled to the Assets of the Transferor Companies and shall assume, carry out, perform and complete the Liabilities. All other rights and obligations of the Transferor Companies shall pass from the Transferor Companies to D&D Ireland on the Effective Date. 2.3.3 Following the Merger, the Transferor Companies shall be automatically dissolved without going into liquidation. 2.3.4 Each Merging Company shall do, sign or execute, or procure to be done, signed or executed all such other acts, deeds, documents and things as may be necessary or desirable in respect of the Merger and the transfer of the Assets and the Liabilities to the Successor Company pursuant to these Common Draft Terms. 2.3.5 All relevant information in relation to each Merging Company is contained in these Common Draft Terms.
