LLC Merger Sample Clauses

LLC Merger. No later than December 31, 2011, the Surviving Corporation shall merge with and into Merger LLC. From and after the effectiveness of the LLC Merger, the separate corporate existence of the Surviving Corporation shall cease and Merger LLC shall continue as the surviving entity in the LLC Merger (the "Surviving Company") and all of the rights and obligations of the Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Company. There shall be no conditions to the LLC Merger and Parent and Merger LLC shall take all steps and actions as shall be required to cause the Surviving Corporation and Merger LLC to consummate the LLC Merger as set forth in this Section 5.21. Parent and Merger LLC hereby acknowledge that the consummation of the LLC Merger pursuant to this Section 5.21 is essential to the intended tax treatment of the transactions contemplated by this Agreement, that such tax treatment is material to the Company and its stockholders, and that the Company would not have entered into this Agreement had Parent and Merger LLC not been unconditionally obligated to effect the LLC Merger as set forth in this Section 5.21. ARTICLE VI

LLC Merger. Prior to the Closing, Company shall cause each of the LLC Merger and the Cami▇▇ ▇▇▇aware Merger to be duly authorized and consummated in accordance with and be effective under applicable Indiana Law, Delaware Law, and applicable securities and other applicable law. As part of the LLC Merger, among other things, Company shall, in accordance with all applicable law, cause (i) Cami▇▇ ▇▇▇iana to assign to Cami▇▇ ▇▇▇aware LLC all its property, rights, privileges, powers and franchises and to ensure that all of the foregoing vest in Cami▇▇ ▇▇▇aware LLC, (ii) Cami▇▇ ▇▇▇aware LLC to assume all debts, liabilities, obligations and duties of Cami▇▇ ▇▇▇iana, (iii) the exercise or cancellation of all outstanding options and rights to acquire Cami▇▇ ▇▇▇iana Membership Interests and Cami▇▇ ▇▇▇aware LLC Membership Interests, and (iv) the separate existence of Cami▇▇ ▇▇▇iana to terminate. As part of the Cami▇▇ ▇▇▇ger, among other things, Company shall, in accordance with all applicable law, cause (i) Cami▇▇ ▇▇▇aware LLC to assign to Cami▇▇ ▇▇▇aware all its property, rights, privileges, powers and franchises and to ensure that all of the foregoing vest in Cami▇▇ ▇▇▇aware, (ii) Cami▇▇ ▇▇▇aware to assume all debts, liabilities, obligations and duties of Cami▇▇ ▇▇▇aware LLC, and (iii) the separate existence of Cami▇▇ ▇▇▇aware LLC to terminate.

LLC Merger. At the effective time of the Holdings Merger, AMEX shall be merged with and into AMEX Merger Sub and the separate limited liability company existence of AMEX shall thereupon cease. AMEX Merger Sub shall be the surviving entity in the LLC Merger. At the effective time of the LLC Merger, the effect of the LLC Merger shall be as provided in this Agreement, the certificate of merger filed with the Delaware Secretary of State with respect to LLC Merger (the “LLC Certificate of Merger”) and the applicable provisions of the DLLCA.

LLC Merger. Immediately after the Effective Time, the Surviving Company shall merge with and into Merger LLC. 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”). The LLC Merger shall have the effects set forth in the applicable provisions of the MBCA and the LLCA. The (a) certificate of organization of Merger LLC as in effect immediately prior to the Second Effective Time shall be the certificate of organization of the Surviving LLC until thereafter amended in accordance with the LLCA, except the name of the Surviving LLC shall be “Raven Ventures LLC” (or such other name as Parent designates), and (b) operating agreement of Merger LLC as in effect immediately prior to the Second Effective Time shall be the operating agreement of the Surviving LLC until thereafter amended in accordance with the LLCA, except the name of the Surviving LLC shall be “Raven Ventures LLC” (or such other name as Parent designates). From and after the Second Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the member of Merger LLC immediately prior to the Second Effective Time shall be the member of the Surviving LLC and (ii) the officers of Surviving Company immediately prior to the Second Effective Time shall be the officers of the Surviving LLC. 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.

LLC Merger. MCP Colorado and LLC shall (i) execute the LLC Merger Agreement, (ii) execute and deliver to each other the various certificates, instruments, and documents referred to in the LLC Merger Agreement, and (iii) execute and file with the Colorado Secretary of State a statement of merger as required by the laws of the State of Colorado to effectuate the merger in accordance with the terms of the LLC Merger Agreement.

LLC Merger. Immediately following the Effective Time, the Company shall cause the Surviving Corporation to be merged with and into ▇▇▇▇ Products in accordance with the applicable provisions of the Delaware Limited Liability Company Act and the DGCL.

LLC Merger. (a) Prior to the First Effective Time, the Company shall establish the LLC. With respect to the LLC, the Company represents and warrants to Walnut as follows: (i) The LLC will be a direct, newly formed, wholly-owned subsidiary of the Company. The LLC was formed in compliance with all applicable Law. The LLC will be formed solely for the purpose of facilitating the transactions contemplated by this Agreement. (ii) As of the Effective Time of the Mergers, except for obligations or liabilities incurred in connection with the transactions contemplated by this Agreement, including but not limited to the Transfer, the LLC will not have incurred, directly or indirectly, through any subsidiary or Affiliate, any obligation or liability or engaged in any business activity of any type or kind whatsoever or entered into any agreement or arrangement with any Person. (iii) As of the Effective Time of the Mergers, except for securities owned as a result of the Transfer, the LLC will not have any assets. (b) Immediately after the Effective Time of the Mergers, Walnut and the Company shall cause (i) Surviving Corporation 2 to contribute its portfolio of investment securities to the LLC, (ii) the merger of Walnut Capital, Walnut Funds and Universal Bridge with and into the LLC, with the LLC as the surviving entity, and (iii) if necessary in connection with the BDC Deregistration, the dividend by Surviving Corporation 2 of its membership interest in the LLC to THCG.

LLC Merger. “LLC Merger” shall mean the merger of Merger Partner with RWWI Merger Corporation pursuant to the Agreement and Plan of Merger dated as of the date hereof by and among Merger Partner, RWWI Merger Corporation and RWWI Holdings LLC, under which Merger Partner, as the surviving corporation, became a wholly-owned subsidiary of RWWI Holdings LLC, effective on the date hereof prior to the execution of this Agreement.

LLC Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the LLC Merger Effective Time, LLC Merger Sub shall be merged with and into Company Holdco and the separate existence of LLC Merger Sub shall cease. Following the LLC Merger Effective Time, Company Holdco shall continue as the surviving limited liability company of the LLC Merger (the “Surviving LLC”).