Merger Sub definition
Examples of Merger Sub in a sentence
At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any party hereto or the holders of securities of Merger Sub, each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically be converted into an equal number of shares of common stock of the SPAC, which shares shall, subject to Section 2.3(f), constitute the only shares of capital stock of the SPAC.
Each of Holdco, SPAC, Merger Sub, and the Company shall report the SPAC Merger, the Reorganization consistently with the Intended Tax Treatment unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar state, local or non-U.S. Law) or a change in applicable Law.
The respective Governing Documents of Holdco and Merger Sub are in full force and effect.
The authorized share capital of Merger Sub consists of 5,000 shares of common stock, par value US$1.00 per share, of which one (1) share of common stock (the “Merger Sub Share”) is issued and outstanding as of such date.
To the extent that amounts are so withheld by Holdco, the Company, SPAC, or Merger Sub or their agents, as the case may be, and paid over to the appropriate taxing Governmental Authority, such withheld and paid amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.