First Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, (i) Merger Sub Corp will merge with and into the Company and (ii) the separate corporate existence of Merger Sub Corp will cease and the Company will continue its corporate existence under the DGCL as the surviving corporation in the First Merger and will be, immediately following the First Merger, a wholly owned direct Subsidiary of Parent (sometimes referred to herein as the “Interim Surviving Company”).
Appears in 1 contract
First Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the First Effective Time, (i) Merger Sub Corp will merge I shall be merged with and into the Company and (ii) Company. Following the First Merger, the separate corporate existence of Merger Sub Corp will cease I shall cease, and the Company will shall continue its corporate existence under the DGCL as the surviving corporation in company of the First Merger and will be, immediately following the First Merger, a wholly owned direct Subsidiary of Parent (sometimes referred to herein as the “Interim Surviving Company”)) and a direct, wholly-owned Subsidiary of Parent.
Appears in 1 contract
First Merger. On At the Effective Time of the First Merger, upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, (i) Merger Sub Corp will merge 1 shall be merged with and into the Company and (ii) Company, the separate corporate existence of Merger Sub Corp will 1 shall thereupon cease and the Company will shall continue its corporate existence under the DGCL as the surviving corporation in entity and as a wholly-owned subsidiary of Parent. The Company, as the First Merger and will be, immediately following surviving entity after the First Merger, a wholly owned direct Subsidiary of Parent (is sometimes referred to herein as the “Interim First Merger Surviving CompanyEntity.”).
Appears in 1 contract
Sources: Merger Agreement (Hologic Inc)
First Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, at the First Effective Time and in accordance with the DGCLDGCL and the DLLCA, at the Effective Time, (i) Merger Sub Corp will merge I shall be merged with and into the Company and (ii) the separate corporate existence of Merger Sub Corp will cease and the I shall cease. The Company will continue its corporate existence under the DGCL as shall be the surviving corporation in the First Merger and will be, immediately following the First Merger, a wholly owned direct Subsidiary of Parent (sometimes referred to herein as the “Interim First Step Surviving CompanyCorporation”).
Appears in 1 contract