Downstream Merger definition
Downstream Merger means the merger of the Parent with and into the Corporation whereby the Common Stock outstanding immediately prior to the merger will be cancelled and new Common Stock will be issued solely to the holders of the then outstanding Parent Common Stock and a number of shares of Common Stock equal to or greater than the Share Cap (as may be adjusted pursuant to clause (ii) of paragraph (a) of Section 6 and any pro rata adjustments for any Shares Splits) is reserved for issuance upon exercise of the Change of Ownership or Control Conversion Right.
Downstream Merger means the Dutch statutory merger of the Company (as disappearing company) with and into New Topco (as acquiring company), with New Topco issuing New Topco A Shares to the Minority Shareholders and New Topco B Shares to Buyer, in accordance with Sections 2:309 et seq. of the DCC.
Examples of Downstream Merger in a sentence
It is proposed that the Merging Companies enter into the Downstream Merger in accordance with the terms stipulated by this merger proposal.
References to the Company herein apply to New Topco, being the surviving company in the Downstream Merger, from and after the Merger Effective Time.
An efficient manner to transfer all of the business, assets and liabilities of LAVA and its subsidiaries is to first implement the Downstream Merger as part of the Post-Offer Reorganization.