At all times prior to the LLC Merger, Merger LLC has been a disregarded entity within the meaning of Section 1.368-2(b)(1)(i)(A) of the Treasury Regulations.
The LLC Merger shall have the effects set forth in the applicable provisions of the MBCA and the LLCA.
The parties intend the Merger and the LLC Merger, considered together as a single integrated transaction for United States federal income tax purposes, to be a reorganization as defined in Section 368(a)(1) of the Code.
Parent and Merger LLC shall take all steps and actions as shall be required to cause the Surviving Company and Merger LLC to consummate the LLC Merger as set forth in this Section 6.12.
From and after the effectiveness of the LLC Merger (the "Second Effective Time"), the separate corporate existence of the Surviving Company shall cease and Merger LLC shall continue as the surviving entity in the LLC Merger (the "Surviving LLC").