The Initial Merger Sample Clauses
The Initial Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as hereinafter defined), SWAC I shall be merged with and into USR in accordance with, and with the effects provided in, the applicable provisions of the NYBCL and the DGCL. USR shall be the surviving corporation resulting from the Initial Merger. As a result of the Initial Merger, USR shall become a wholly owned subsidiary of S&W, shall continue to be governed by the laws of the state of New York, and shall succeed to and assume all of the rights and obligations of SWAC I. The separate corporate existence of SWAC I shall cease as a result of the Initial Merger.
The Initial Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the CGCL and the Company’s organizational documents, immediately prior to the Effective Time, (i) Merger Sub 1 will merge with and into the Company, and (ii) the separate corporate existence of Merger Sub 1 will cease and the Company will continue its corporate existence as the surviving corporation in the Initial Merger (sometimes referred to herein as the “Intermediate Corporation”).
The Initial Merger. At the Initial Merger Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Parent Merger Sub shall be merged with and into Shareablee Holdco (the “Initial Merger”), the separate corporate existence of Parent Merger Sub shall cease, and Shareablee Holdco shall continue as the surviving corporation (the “Initial Merger Surviving Corporation”) in the Initial Merger and shall succeed to an assume all the rights, privileges, immunities, properties, powers and franchises of Parent Merger Sub in accordance with the DGCL.
The Initial Merger