The Reincorporation Merger. Simultaneously with the execution of this Agreement, Entegris and Eagle Delaware have entered into an Agreement and Plan of Merger (the “Reincorporation Plan of Merger”) in the form attached hereto as Exhibit A providing for the Reincorporation Merger (as defined in the Reincorporation Plan of Merger). Entegris and Eagle Delaware will not amend or otherwise modify the Reincorporation Plan of Merger without the prior written consent of Mykrolis. Immediately prior to the consummation of the Merger, Entegris shall be merged with and into Eagle Delaware in accordance with the Reincorporation Plan of Merger. From and after the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), the separate existence of Entegris shall terminate and Eagle Delaware shall continue in existence as the surviving corporation of the Reincorporation Merger (the “Reincorporation Merger Surviving Corporation”). The Reincorporation Merger Surviving Corporation shall be governed by the laws of the State of Delaware and shall be named “Entegris, Inc.” All references in this Agreement to Entegris (other than in this Article 0 with respect to the consummation of the Reincorporation Merger) shall be deemed to refer, from and after the Reincorporation Merger Effective Time, to Eagle Delaware as the surviving corporation of the Reincorporation Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (Mykrolis Corp), Agreement and Plan of Merger (Mykrolis Corp)
