Surviving Entity definition

Surviving Entity has the meaning set forth in Section 2.1.

Surviving Entity has the meaning set forth in Section 5.01.

Surviving Entity means the surviving entity in a merger or consolidation or any entity that controls, directly or indirectly, such surviving entity.

Examples of Surviving Entity in a sentence

• At the Effective Time, the articles of incorporation of SouthState, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Entity until thereafter amended in accordance with the terms thereof and applicable law.

• SouthState shall be the Surviving Entity in the Merger and shall continue its corporate existence under the laws of the State of South Carolina.

• The Surviving Entity shall reasonably cooperate with the IBTX Indemnified Parties, and the IBTX Indemnified Parties shall reasonably cooperate with the Surviving Entity, in the defense of any such claim, action, suit, proceeding or investigation.

• At and after the Effective Time, each share of SouthState Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Entity and shall not be affected by the Merger.

• At the Effective Time, the bylaws of SouthState, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Entity until thereafter amended in accordance with the terms thereof and applicable law.

More Definitions of Surviving Entity

Surviving Entity means the Company if immediately following any merger, consolidation or similar transaction, the holders of outstanding voting securities of the Company immediately prior to the merger or consolidation own equity securities possessing more than 50% of the voting power of the corporation existing following the merger, consolidation or similar transaction. In all other cases, the other entity to the transaction and not the Company shall be the Surviving Entity. In making the determination of ownership by the stockholders of an entity immediately after the merger, consolidation or similar transaction, equity securities which the stockholders owned immediately before the merger, consolidation or similar transaction as stockholders of another party to the transaction shall be disregarded. Further, outstanding voting securities of an entity shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote.

Surviving Entity means the entity that continues in existence after or is created by a merger.

Surviving Entity has the meaning set forth in the Recitals.

Surviving Entity. As defined in Section 6.02(b).

Surviving Entity shall have the meaning set forth in Section 1.01.

Surviving Entity has the meaning set forth in Section 5.1(a)(i).

Surviving Entity has the meaning specified in Section 8.01(1)(y).