Surviving Entity Sample Clauses

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

Surviving Entity. Section 5.01 of the Indenture is hereby amended by deleting clauses (ii), (iii) and (iv) thereof.

Surviving Entity. At the Second Effective Time, the initial managers and officers of the Surviving Entity shall be the directors and officers, respectively, of the Interim Surviving Corporation immediately prior to the Second Effective Time, each to hold the office until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation, or removal in accordance with the operating agreement of the Surviving Entity.

Surviving Entity. The term "Surviving Entity" means the entity surviving or resulting from any Change of Control involving Key or (if Key becomes a subsidiary in the transaction) the ultimate parent of Key.

Surviving Entity. Except as specifically set forth in this Agreement, the existence of the Surviving Entity, with all its purposes, powers and objects, shall continue unaffected and unimpaired by the Merger. The Surviving Entity shall continue under the name “Cabinet Grow, Inc.” as a Nevada corporation organized pursuant to and in accordance with the Nevada Revised Statutes Chapters 78 (Private Corporations) and 92A (Mergers, Conversions, Exchanges And Domestications, Nev. Rev. Stat. Sections 78.010 to 78.795 and Sections 92A.005 to 92A.500, as amended from time to time. The identity and existence, together with all the rights, privileges, immunities, powers and franchises of the Merged Entity, both of a public and private nature, and all property, real, personal and mixed, and all debts due on whatever account, and all other things or choices in action belonging to the Merged Entity, and all and every other interest shall be taken and deemed to be transferred to and to vest, and shall be vested, in the Surviving Entity as of the Effective Date without further act or deed and as effectively as they were formerly vested in the Merged Entity.

Surviving Entity. The Parties acknowledge and agree that if the Surviving Entity suffers, sustains or becomes subject to or incurs any Damages, then (without limiting any of the rights of the Surviving Entity as an Indemnified Person), Parent shall also be deemed, by virtue of its ownership of the equity of the Surviving Entity, to suffer, sustain or become subject to or incur such Damages.

Surviving Entity. Upon the consummation of the Bank Merger, the separate corporate existence of Company Bank shall cease and Parent Bank shall continue as the surviving entity under the laws of the United States. The name of Parent Bank as the surviving entity of the Bank Merger shall remain “Union Bank of California, N.A.” From and after the Effective Time, Parent Bank, as the surviving entity of the Bank Merger, shall possess all of the properties and rights and be subject to all of the liabilities and obligations of Parent Bank and Company Bank, all as more fully described in the National Bank Act.

Surviving Entity. Upon any consolidation, combination or merger or any transfer of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries in accordance with Section 4.1, in which the Company is not the continuing corporation, the Surviving Entity formed by such consolidation or into which the Company is merged or to which such conveyance, lease (other than in the ordinary course of business) or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Surviving Entity had been named as such. Such Surviving Entity may cause to be signed, and may issue either in its own name or in the name of the Company, prior to such succession any or all of the Notes issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Surviving Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes that previously shall have been signed and delivered by the Authorized Person of the Company to the Trustee for authentication, and any Notes that such Successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, transfer, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) and assumption by the Surviving Entity, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes to be performed by the Company and may be liquidated and dissolved. No Surviving Entity shall have the right to redeem any Notes Outstanding unless the Company would have been entitled to redeem such Notes pursuant to this Indenture in the absence of any such merger, consolidation, sale, transfer, lease or conveyance permitted under Section 4.1. For the avoidance of doubt, compliance with thi...

Surviving Entity. At the Effective Time, Merger Sub shall be merged with and into Ceres, whereupon the separate existence of the Merger Sub shall cease, and Ceres shall be the surviving entity of the Merger in accordance with Section 17-211 of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. (S)(S) 17-101 et seq., and Section 263 of the Delaware General Corporation Law, 8 Del. C. (S)(S) 101 et seq.