BVI Sub definition
Examples of BVI Sub in a sentence
At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of any shares of capital stock of the Seller or the Purchaser Entities (as defined below), each share of stock of the Company outstanding immediately prior to the Effective Time shall cease to exist and the shares of BVI Sub shall thereafter constitute the only outstanding shares of capital stock of the Surviving Company.
BVI Sub, as the surviving company after the Merger, is hereinafter sometimes referred to as the “Surviving Company” (provided, that references to BVI Sub or the Company for periods after the Effective Time shall include the Surviving Company).
From and after the Effective Time, the board of directors and executive officers of the Surviving Company, shall be the directors and officers of BVI Sub as of immediately prior to the Effective Time.
Each of the Purchaser, Delaware Sub and BVI Sub (from the BVI Sub Joinder Date) is duly incorporated or organized (as the case may be), validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization.
At the Effective Time and subject to and upon the terms and conditions of this Agreement, BVI Sub and the Company shall consummate the Merger, pursuant to which BVI Sub shall be merged with and into the Company, following which the separate corporate existence of the Company shall cease and BVI Sub shall continue as the surviving company.
From and after the date of execution of the BVI Sub Joinder (the “BVI Sub Joinder Date”), BVI Sub shall for all purposes be deemed a Party to and bound by this Agreement.
Perform and observe all of its material obligations to the Investors, set forth in this Agreement, the Transaction Documents, and the Articles of Incorporation, Bylaws or organizational and governing documents of the Company and the BVI Sub.
BVI Sub has paid all On-going Costs (as such term is defined in the Farmout Agreement) that are due and payable.
The Company, BVI Sub and any other Subsidiaries will comply in all material respects with all applicable laws, rules, regulations, orders and decrees of all governmental authorities.
The Farmout Agreement and the JOA are in full force and effect and neither the Company, nor the BVI Sub has received any notice to the contrary or any notice of default thereunder.