Second Surviving Corporation definition

Second Surviving Corporation shall have the meaning as set forth in the preamble of the Agreement.
Sample 1Sample 2
Second Surviving Corporation has the meaning specified in Section 2.2(b).
Sample 1
Second Surviving Corporation means Nonpareil as the surviving corporation resulting from the Nonpareil Merger.
Sample 1

Examples of Second Surviving Corporation in a sentence

  • Anything herein to the contrary notwithstanding, none of the Company, Parent, either Merger Sub, the First Surviving Corporation, the Second Surviving Corporation, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock or Company Preferred Stock for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action, and after the First Effective Time, on the part of the First Surviving Corporation or the Second Surviving Corporation, as applicable, to cause such Subsidiary to take such action.

  • Except as otherwise provided in Section 2.2(b)(ii), all transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees imposed with respect to, or as a result of, the Mergers shall be borne by Parent, the First Surviving Corporation or the Second Surviving Corporation, and expressly shall not be a liability of holders of Company Common Stock or Company Preferred Stock.

  • From and after the Control Date, Parent shall assume, be jointly and severally liable for, and honor, guarantee and stand surety for, and shall cause the Second Surviving Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.11.

  • If, after the First Effective Time, Certificates or Book-Entry Shares are presented to the Second Surviving Corporation, Parent or the Exchange Agent for transfer or any other reason, the holder of any such Certificates or Book-Entry Shares shall be given a copy of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the consideration to which such holder is entitled pursuant to this Article 2.

  • The Articles of Incorporation of Buyer in effect immediately prior to the effective time of the Second Step Merger shall be the Articles of Incorporation of the Second Surviving Corporation until otherwise duly amended or repealed.

  • Immediately following the First Step Merger, the Seller will be merged (the "Second Step Merger") into the Buyer with the Buyer being the surviving corporation (the "Second Surviving Corporation") of the Second Step Merger.

  • The Bylaws of Buyer in effect immediately prior to the effective time of the Second Step Merger shall be the Bylaws of the Second Surviving Corporation until otherwise duly amended or repealed.

  • The directors of Buyer in office immediately prior to the effective time of the Second Step Merger, together with such additional persons as may thereafter be elected, shall serve as the directors of the Second Surviving Corporation from and after the effective time of the Second Step Merger in accordance with the Second Surviving Corporation's Bylaws, until the earlier of their resignation or removal or otherwise ceasing to be a director.

  • Subject to the terms and conditions of this Agreement and the Second Step Plan of Merger, immediately following the First Step Merger, pursuant to and with the effect provided in Section 14-2-1101 of the GBCC, the First Surviving Corporation shall merge with and into Buyer with Buyer being the Second Surviving Corporation, shall continue to be governed by the Laws of the State of Georgia.


More Definitions of Second Surviving Corporation

Second Surviving Corporation has the meaning set forth in Section 1.01(b)(i).
Sample 1
Second Surviving Corporation means, following the Second Merger, Surviving Merger Sub as the entity surviving the Second Merger as a direct wholly owned subsidiary of CP at the Second Effective Time.
Sample 1
Second Surviving Corporation shall have the meaning set forth in Section 2.10.
Sample 1

Related to Second Surviving Corporation

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Surviving Company has the meaning set forth in Section 2.1.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Qualifying corporation means any person classified for federal income tax purposes as an association taxable as a corporation, except either of the following:

  • Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Acquiring Corporation means (i) the continuing or surviving person of a consolidation or merger with Issuer (if other than Issuer), (ii) the acquiring person in a plan of exchange in which Issuer is acquired, (iii) the Issuer in a merger or plan of exchange in which Issuer is the continuing or surviving or acquiring person, and (iv) the transferee of all or a substantial part of Issuer's assets or deposits (or the assets or deposits of the Issuer Subsidiary).

  • Amalgamating Corporations means both of them;

  • MergerSub has the meaning set forth in the Preamble.

  • Surviving Bank has the meaning set forth in Section 1.03.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Effective Time has the meaning set forth in Section 2.2.

  • Family farm corporation means a corporation founded for the purpose of farming agricultural land in which the majority of the voting stock is held by and the majority of the stockholders are persons or the spouse of persons related to each other within the fourth degree of kinship, according to the rules of the civil law, and at least one of the related persons is residing on or actively operating the farm, and none of whose stockholders are a corporation. A family farm corporation does not cease to qualify under this division where, by reason of any devise, bequest, or the operation of the laws of descent or distribution, the ownership of shares of voting stock is transferred to another person, as long as that person is within the degree of kinship stipulated in this division.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Public corporation means the same as that term is defined in Section 63E-1-102.

  • Mutual housing corporation means a corporation not-for-profit,

  • First Effective Time has the meaning specified in Section 2.02.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Constituent corporation means any corporation which engages with the Company, its Parent or any Subsidiary in a transaction to which Section 424(a) of the Code applies (or would apply if the option assumed or substituted were an ISO), or any Parent or any Subsidiary of such corporation.

  • Company Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company as amended and restated and as in effect as of the date hereof.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.