Second HoldCo Merger Sample Clauses

Second HoldCo Merger. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, immediately after the HoldCo Merger, the HoldCo Merger Surviving Corporation will be merged with and into Merger Sub 2. As a result of the Second HoldCo Merger, the separate corporate existence of the HoldCo Merger Surviving Corporation will cease and Merger Sub 2 will continue as the surviving corporation in the Second HoldCo Merger (the "Second HoldCo Merger Surviving Corporation").
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Second HoldCo Merger. At the Second HoldCo Merger Effective Time, the Second HoldCo Merger will have the effects as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Second HoldCo Merger Effective Time, all the property, rights, privileges, powers and franchises of the HoldCo Merger Surviving Corporation will vest in the Second HoldCo Merger Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the HoldCo Merger Surviving Corporation will become the debts, liabilities, obligations, restrictions, disabilities and duties of the Second HoldCo Merger Surviving Corporation.
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Second HoldCo Merger. At the Second HoldCo Merger Effective Time, (i) the certificate of incorporation of Merger Sub 2, as in effect immediately prior to the Second HoldCo Merger Effective Time, will be the certificate of incorporation of the Second HoldCo Merger Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation, and (ii) the bylaws of Merger Sub 2, as in effect immediately prior to the Second HoldCo Merger Effective Time, will be the bylaws of the Second HoldCo Merger Surviving Corporation until thereafter amended as provided by law, the certificate of incorporation of the Second HoldCo Merger Surviving Corporation and such bylaws.
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Related to Second HoldCo Merger

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • 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:

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Conversion of Merger Sub Capital Stock 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 and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • 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").

  • 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.

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