At the effective time of the Delaware Merger and the Bank Merger, respectively, the separate existence of Company HoldCo Sub and the Company Bank Sub will terminate, respectively.
The voluntary taking of any action by the Company or HoldCo Sub that would cause the Company, HoldCo Sub or OpCo to cease to be Solvent.
Holdco has the meaning set forth in the Preamble.
Merger Sub II has the meaning set forth in the Preamble.
MergerSub has the meaning set forth in the Preamble.
Newco has the meaning set forth in the first paragraph of this Agreement.
Merger Sub I has the meaning set forth in the Preamble.
MergerCo has the meaning set forth in the Preamble.
Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.
Merger Sub 1 has the meaning set forth in the Preamble.
Acquisition Subsidiary has the meaning specified in Section 7.14.
Merger Sub has the meaning set forth in the Preamble.
Acquisition Sub shall have the meaning set forth in the Preamble.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Blocker has the meaning set forth in the preamble.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.
Topco has the meaning set out in the Preamble;
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.
Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
Surviving Entity has the meaning set forth in Section 2.1.
In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:
Company Stockholders means the holders of shares of Company Capital Stock.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Surviving Company has the meaning set forth in Section 2.1.