Merger Sub definition
Examples of Merger Sub in a sentence
In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent, the Company and Merger Sub, reasonably satisfactory in form and substance to such counsel.
Except as otherwise provided in Section 6.13, at and immediately after the Effective Time, the directors and officers of the Company shall consist of the directors and officers of Merger Sub in office as of immediately prior to the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation, or removal from office.
At and after the Effective Time, by virtue of the First-Step Merger and without any action on the part of Merger Sub or the Company, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Entity.
As of the date hereof (a) there are no Actions pending or, threatened in writing against Buyer, Merger Sub or any of their Affiliates that would reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect and (b) none of Buyer, Merger Sub or any of their Affiliates is subject to any Governmental Order that would reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect.
Without limiting the foregoing or the provisions of Section 2.3, at the Effective Time, all rights, privileges, powers and property of, and all debts due to, the Company and Merger Sub, as well as all other things and causes of action belonging to the Company and Merger Sub, shall vest in and be the property of the Surviving Company, and all of the debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Company in accordance with the Act.