Delaware Merger Sub definition

Delaware Merger Sub has the meaning assigned to such term in the preamble to the Agreement. A “Designated Circumstance” shall be deemed to exist if: (a) any condition set forth in Section 6.8 of the Agreement is not satisfied and has not been waived; or (b) as a result of a suit or legal proceeding brought by (i) a Specified Governmental Body under any applicable antitrust or competition Legal Requirement or (ii) a Requesting Authority, any of the conditions set forth in Section 6.9 or Section 6.10 of the Agreement is not satisfied and has not been waived.
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Delaware Merger Sub has the meaning specified in the preamble hereto.
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Delaware Merger Sub means IAII Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Purchaser.
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Examples of Delaware Merger Sub in a sentence

  • For the reasons set forth in the Registration Statement, it is proposed that pursuant to the Agreement and the laws of the State of Delaware, Merger Sub merge with and into the Company.

  • At the Effective Time (as defined in Section 1.2), upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL"), a newly formed wholly owned subsidiary of Parent, to be incorporated in Delaware ("Merger Sub"), shall be merged with and into the Company (the "Merger").

  • Defendant Delaware Merger Sub is a Delaware corporation, a wholly-owned subsidiary of HoldCo, and a party to the Merger Agreement.

  • None of Marvell, HoldCo, Bermuda Merger Sub or Delaware Merger Sub is in violation of any of the provisions of its certificate of incorporation, memorandum of association, bye-laws or other charter or organizational documents, including all amendments thereto, of such Entity, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect on Marvell.

  • All notices and other communications hereunder shall be delivered to the address, facsimile number or email address set forth beneath the name of such party below (or to such other address, facsimile number or email address as such party shall have specified in a written notice given to the other parties hereto): if to Marvell, HoldCo, Delaware Merger Sub or Bermuda Merger Sub: Marvell Technology Group Ltd.

  • This Agreement has been duly executed and delivered by Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub and constitutes the legal, valid and binding obligation of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub, enforceable against Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

  • For the reasons set forth in the Registration Statement, it is proposed that pursuant to the Agreement and the laws of the State of Delaware, Merger Sub will merge with and into the Company.

  • The Transaction Agreement provides that, upon the terms and subject to the conditions set forth therein, Bermuda Merger Sub will merge with and into Triton (the “Triton Merger”), with Triton as the surviving corporation, and immediately thereafter Delaware Merger Sub will merge with and into TAL (the “TAL Merger” and, collectively with the Triton Merger, the “Mergers”), with TAL as the surviving corporation.

  • Merger Sub is a newly formed corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; Merger Sub has engaged in no business other than in connection with this Agreement.

  • Parent is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware; Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware.


More Definitions of Delaware Merger Sub

Delaware Merger Sub means a corporation to be incorporated under the laws of the State of Delaware as a wholly-owned subsidiary of Barona Cape Ltd.
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Related to Delaware Merger Sub

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • MergerSub has the meaning set forth in the Preamble.

  • Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.

  • Merger Sub has the meaning set forth in the Preamble.

  • MergerCo has the meaning set forth in the Preamble.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Merger Sub II has the meaning set forth in the Preamble.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Company Merger shall have the meaning given in the Recitals.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Delaware LLC Act means the Delaware Limited Liability Company Act.

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • Second Merger has the meaning set forth in the Recitals.

  • Delaware Bank has the meaning specified in the preamble to this Trust Agreement.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Effective Time has the meaning set forth in Section 2.2.

  • Merger Subs has the meaning set forth in the Preamble.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Certificate of Merger has the meaning set forth in Section 2.2.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • NYBCL means the New York Business Corporation Law.

  • DLLCA means the Delaware Limited Liability Company Act.

  • Articles of Merger has the meaning set forth in Section 2.2.

  • Merger Closing shall have the meaning set forth in Section 2.2.