Merger Sub II definition
Examples of Merger Sub II in a sentence
Each of Parent, Merger Sub I, Merger Sub II, New Wildlife and Bidco is qualified to do business and, where such concept is recognized, is in good standing as a foreign corporation or other Entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.
At the Second Merger Effective Time, the Surviving Company shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of the First Step Surviving Company and Merger Sub II, all as provided under the DGCL and the DLLCA.
All of the issued and outstanding capital stock of Merger Sub II is, and at the First Merger Effective Time will be, owned by New Wildlife, free and clear of all Encumbrances.
New Wildlife, Parent, Merger Sub I, Merger Sub II, Bidco, the Surviving Company, the Exchange Agent or any other withholding agent, as applicable, shall timely remit any amounts of Tax so deducted and withheld to the applicable Governmental Body.
Merger Sub II does not have outstanding any option, warrant, right or any other agreement pursuant to which any Person other than New Wildlife or its wholly owned Subsidiaries may acquire any equity security of Merger Sub II.