Pacer Corp Sample Clauses

Pacer Corp. Blocker will merge with and into Surviving Pubco, with Surviving Pubco as the surviving company (the “First HTP Merger”), and (ii) Pacer ▇.▇. ▇▇▇▇▇▇▇ will merge with and into Surviving Pubco, with Surviving Pubco as the surviving company (the “Second HTP Merger” and together with the First HTP Merger, the “HTP Mergers”);

Pacer Corp. Blocker and Pacer ▇.▇. ▇▇▇▇▇▇▇ will each be merged in a two-step transaction with and into the Corporate Taxpayer (such mergers, the “Blocker Mergers”), and (b) following the Blocker Mergers, at the Closing, Opco Merger Sub will merge with and into OpCo, with OpCo surviving (such merger, the “Company Merger”);

Pacer Corp. Blocker shall be merged with and into PubCo, whereupon the separate corporate existence of Pacer Corp. Blocker shall cease and PubCo shall be the surviving company (the “First HTP Merger”), and (y) Pacer ▇.▇. ▇▇▇▇▇▇▇ shall be merged with and into PubCo, whereupon the separate limited partnership existence of Pacer ▇.▇. ▇▇▇▇▇▇▇ shall cease and PubCo shall be the surviving company (the “Second HTP Merger” and together with the First HTP Merger, the “HTP Mergers”); and (iv) following the HTP Mergers, Company Merger Sub shall be merged with and into the Company, whereupon the separate limited liability company existence of Company Merger Sub shall cease and the Company shall be the surviving company (the “Company Merger” and together with the Blocker Mergers and the HTP Mergers, the “Mergers”) and continue its existence under the Act;

Pacer Corp. Blocker will merge with and into Surviving Pubco, with Surviving Pubco as the surviving company (the “First HTP Merger”), (ii) Pacer L.▇. ▇▇▇▇▇▇▇ will merge with and into Surviving Pubco, with Surviving Pubco as the surviving company (the “Second HTP Merger”), and (iii) GPI Blocker will merge with and into Surviving Pubco, with Surviving Pubco as the Surviving Company (the “Third HTP Merger” and together with the First HTP Merger and the Second HTP Merger, the “HTP Mergers”);