1. This merger agreement (sometimes referred to as the “agreement”) is submitted to the shareholders of each constituent limited company for adoption and approval at separate meetings, which take place in accordance with the corporate law section. In light of mutual premises and agreements, provisions and agreements are agreed by and between the parties that, in accordance with the provisions of the _________Staates, abc and XYZ legislation, will be merged from the date of merger (in the sense of Article I, paragraph 3), into a single surviving company (sometimes referred to as “surviving society” within the meaning of Article I , paragraph 3), and merged at the time of the merger (in the sense of Article I, paragraph 3), into a single surviving company (sometimes referred to as a “surviving company”). , the CBA is and is one of the constituent capital companies, intended to continue its entrepreneurial existence and to remain a state-owned company subject to the laws of that state, all under the conditions set. 1. It and each of its subsidiaries is on the date of this agreement and will, on the date of the merger, a) a company duly organized and in good condition according to the law of the jurisdiction in which it is incorporated; (b) is duly authorized to participate in the activity it carries out in accordance with its constitution, as amended by the statutes. and (c) that it or its subsidiaries are fully qualified to carry out operations in all states where they own or lease facilities; 8. Subject to the approval and approval of its shareholders, its Board of Directors has authorized and approved the execution and provision of this agreement and the execution of the transactions under this agreement. 1. The guarantees and assurances of the other constituent company contained in this agreement are not, for the most part, valid on all essential points at the time and time of the election; or the alliances contained in the other constituent society have not been fulfilled or fulfilled on all the essential points; Without prejudice to the shareholder`s agreement and at any time prior to the presentation, the submission and registration of this agreement may be deferred from time to time, by mutual agreement between the respective boards of directors of the various constituent companies, and, to the extent that the merger can be cancelled below in the following cases: before the date of the merger, XYZ carries out its activities in a normal and ordinary manner and cannot route any other transactions than the usual transactions and Usual. unless it has been planned. Without limiting the universality of the above XYZ, no subsidizant may and will not be allowed, except otherwise in writing by ABC or as stipulated in this agreement: 2.
avril 8, 2021 In