First Merger Surviving Entity Sample Clauses

First Merger Surviving Entity. (i) Unless otherwise determined by Parent prior to the First Merger Effective Time, the directors of Merger Sub I immediately prior to the First Merger Effective Time shall be the managers of the First Merger Surviving Entity immediately after the First Merger Effective Time, each to hold the office of a manager of the First Merger Surviving Entity in accordance with the provisions of the CLLCA and the articles of organization and operating agreement of the First Merger Surviving Entity until his or her successors is duly designated and qualified.
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First Merger Surviving Entity. (i) The articles of organization of Merger Sub I, as in effect immediately prior to the First Merger Effective Time, shall be the articles of organization of the First Merger Surviving Entity at the First Merger Effective Time, until thereafter amended in accordance with the CLLCA and as provided in such articles of organization; provided, however, that at the First Merger Effective Time, the articles of organization of the First Merger Surviving Entity shall be amended to change the name of the First Merger Surviving Entity to “PURO LIGHTING, LLC”.
Sample 1
First Merger Surviving Entity. (i) Unless otherwise determined by Parent prior to the First Merger Effective Time, the certificate of incorporation of the First Merger Surviving Entity shall be amended and restated as of the First Merger Effective Time to be identical to the certificate of incorporation of Merger Sub I as in effect immediately prior to the First Merger Effective Time, until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation; provided, however, that at the First Merger Effective Time, the certificate of incorporation of the First Merger Surviving Entity shall be amended to change the name of the First Merger Surviving Entity to “Precision Healing Inc.”
Sample 1
First Merger Surviving Entity. Effective as of the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any Buyer Party, the First Merger Surviving Entity or the respective stockholders thereof, each share of capital stock of the First Merger Surviving Entity that is issued and outstanding immediately prior to the Second Merger Effective Time shall be cancelled without any consideration paid therefor.
Sample 1

Related to First Merger Surviving Entity

  • Surviving Entity Surviving Entity" shall mean the acquiring or resulting entity following the Change of Control.

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • The Surviving Corporation Section 3.01.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Merger Closing The Merger shall have been consummated.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Effective Time Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).

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