Surviving Company. Section 1.1,........................ 1
Surviving Company. Unless otherwise determined by Parent prior to the effective time of the Second Step Merger, the certificate of formation and the limited liability company agreement of Merger Sub LLC as in effect immediately prior to the effective time of the Second Step Merger shall be the certificate of formation and the limited liability company agreement of the Surviving Company in the Second Step Merger until thereafter amended in accordance with the applicable provisions of Delaware Law and such limited liability company agreement; provided, however, that at the effective time of the Second Step Merger, the limited liability company agreement of the Surviving Company shall be amended so that the name of the Surviving Company shall be “Oclaro, LLC”.
Surviving Company. The parties acknowledge and agree that, if the Company or any Seller Entity suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any misrepresentation or inaccuracy in or breach of any representation, warranty, covenant or agreement, then (without limiting any of the rights of the Company or Seller Entity as an Indemnitee) Buyer shall also be deemed, by virtue of its ownership of the Membership Interest, to have incurred Losses as a result of and in connection with such misrepresentation, inaccuracy or breach.
Surviving Company. “Surviving Company” shall have the meaning set forth in Section 2.01.
Surviving Company. Pursuant to the Merger Agreement, the Company shall be the entity to survive the merger, and the Buyer Group Member shall ultimately own shares of common stock in the Company.
Surviving Company. 2.1. The Certificate of Incorporation of Surviving Corporation shall continue to be its Certificate of Incorporation following the effective date of the merger, until the same shall be altered or amended.
Surviving Company. The Surviving Company shall be called Alterra Capital Holdings Limited.
Surviving Company. If at any time following the Effective Time the Surviving Company shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (i) to vest, perfect or confirm, of record or otherwise, in the Surviving Company its right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of any Party, or (ii) otherwise to carry out the purposes of this Agreement, the Surviving Company and its members and officers or their designees shall be authorized to execute and deliver, in the name and on behalf of any Party, all such deeds, bills of sale, assignments and assurances and to do, in the name and on behalf of any such Person, all such other acts and things as may be necessary, desirable or proper to vest, perfect or confirm the Surviving Company’s right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of such Party and otherwise to carry out the purposes of this Agreement.
Surviving Company. At the effective time of the Second Step Merger, the directors and officers of the Interim Surviving Corporation shall become the managers and officers of the Surviving Company, each to hold the office in accordance with the limited liability company agreement of the Surviving Company until their respective successors are duly elected and qualified.
Surviving Company. The name of the Surviving Company is TAG Asia Capital Holdings Limited whose registered office is located at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
