Consequences of the Merger. At the Effective Time: (a) The Merger shall become effective: (b) The separate existence of the LLC shall cease, and the LLC shall be merged with and into the Company as the Surviving Entity; (c) The Member of the LLC shall become a shareholder of the Company, with the Single Member to receive 1,000,000 shares of the Company’s common stock for his Membership Unit outstanding at the Effective Time and the Founders shall be entitled to retain their shares of Common Stock held by them as of the date hereof. (d) The board of directors of the Company shall consist of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, who shall serve as director until his successors are elected. (e) The Merger shall have all the effects provided by applicable law, including without limitation Chapter 10 of the Texas Corporations Code and Section 92A.250 of the Nevada Revised Statutes, each of which provide in pertinent part that: (i) the Company shall succeed to all the rights and property of the LLC, without other transfer, act, or deed, and shall be subjected to all the debts and liabilities of the LLC in the same manner as if the Company incurred them; and (ii) all rights of creditors and all liens on the property of the LLC shall be preserved unimpaired, provided that such liens shall be limited to the property affected immediately before the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (IMC Holdings, Inc.), Merger Agreement (IMC Holdings, Inc.)