Merger I. (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub I shall be merged with and into the Company at the Effective Time. The separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”). Merger I shall have the effects set forth in this Agreement and specified in the DGCL.
Merger I. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the Arkansas Code (the “Arkansas Code”) and the DGCL, Merger Sub, at the Merger I Effective Time, shall be merged with and into the Company. As a result of Merger I, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Intermediate Surviving Corporation.
Merger I. The Certificate of Formation of SL Temasek LLC as in effect immediately preceding Effective Time I shall remain unchanged as a result of Merger I and shall continue as the Certificate of Formation of Surviving Entity I following Merger I.
Merger I. The Certificate of Formation of Xxxxxx LLC as in effect immediately preceding Effective Time I shall remain unchanged as a result of Merger I and shall continue as the Certificate of Formation of Surviving Entity I following Merger I.
Merger I. The Certificate of Formation and Limited Liability Company Agreement of GAPCO Blocker as in effect immediately preceding Effective Time I shall remain unchanged as a result of Merger I and shall continue as the Certificate of Formation and Limited Liability Company Agreement of Surviving Entity I following Merger I.
Merger I. The Certificate of Formation and Limited Liability Company Agreement of GA Blocker as in effect immediately preceding Effective Time I shall remain unchanged as a result of Merger I and shall continue as the Certificate of Formation and Limited Liability Company Agreement of Surviving Entity I following Merger I.
Merger I. (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub I shall be merged with and into the Company at the Effective Time. The separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving corporation (the “Merger I Surviving Corporation”). Merger I shall have the effects set forth in this Agreement and the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, the Merger I Surviving Corporation will possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions, disabilities and duties of the Company and Merger Sub I, to the fullest extent provided under the DGCL.
Merger I. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Merger I Effective Time, Merger Sub I shall merge with and into the Company (“Merger I”), whereupon the separate corporate existence of Merger Sub I will cease and the Company will continue its corporate existence under the DGCL as the surviving entity in Merger I (the “Intermediate Surviving Entity”). As a result of Merger I, the Intermediate Surviving Entity will become a direct wholly-owned Subsidiary of Parent. Merger I shall be consummated pursuant to the DGCL and have the effects set forth in this Agreement, the Merger I Certificate of Merger, and the applicable provisions of the DGCL.
Merger I. Merger I shall be treated as an “assets-over” merger of TTP with and into Holdings within the meaning of Treasury Regulation Section 1.708-1(c)(3)(i) with Holdings as the continuing partnership within the meaning of Section 708 of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulation Section 1.708-1(c) and TTP terminated as of Effective Time I.
Merger I. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with California Law at the Merger I Effective Time, Merger Sub I shall be merged with and into the Company, and the separate existence of Merger Sub I shall cease. The Company will continue as the surviving corporation in Merger I (together with its successors, the “Merger I Surviving Corporation”) and a wholly owned subsidiary of Parent.
