Effect of the First Step Merger and the Second Step Merger Sample Clauses
The 'Effect of the First Step Merger and the Second Step Merger' clause defines the legal and practical consequences that occur as a result of completing each phase of a two-step merger process. Typically, the first step involves a tender offer or similar transaction, after which the second step finalizes the merger, often by combining the target company with a subsidiary of the acquirer. This clause clarifies how assets, liabilities, and corporate existence are transferred or altered at each stage, ensuring all parties understand the sequence and impact of the transactions. Its core function is to provide certainty and transparency regarding the transition of ownership and control, thereby minimizing disputes and confusion during complex merger transactions.
Effect of the First Step Merger and the Second Step Merger. At the Effective Time, the effect of the First Step Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Company and Sub I shall vest in the Interim Surviving Corporation, and all debts, liabilities and duties of the Company and Sub I shall become the debts, liabilities and duties of the Interim Surviving Corporation. At the effective time of the Second Step Merger, the effect of the Second Step Merger shall be as provided in the applicable provisions of Delaware Law and the LLC Act. Without limiting the generality of the foregoing, and subject thereto, at the effective time of the Second Step Merger, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Interim Surviving Corporation shall vest in Sub II as the surviving entity in the Second Step Merger, and all debts, liabilities and duties of the Interim Surviving Corporation shall become the debts, liabilities and duties of Sub II as the surviving entity in the Second Step Merger.