New Sub definition
Examples of New Sub in a sentence
Each of the Company, PubCo, Acquiror and New Sub also agrees to (and shall cause each of its Subsidiaries to) use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company shall furnish all information concerning the Company and its Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action.
Each share of common stock, without par value, of New Sub I issued and outstanding immediately prior to the Effective Time of the First Merger will automatically be canceled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.
No declaration, filing or registration with, or notice to or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by SCANA, New Sub I and New Sub II or the consummation by SCANA, New Sub I and New Sub II of the transactions contemplated hereby except as described in Section 5.4(c) of the SCANA Disclosure Schedule (the "SCANA Required Statutory Approvals").
Each of SCANA, New Sub I and New Sub II has all requisite power and authority to enter into this Agreement and, subject to the receipt of the SCANA Shareholders' Approval (as defined in Section 5.14) and the SCANA Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation by each of SCANA, New Sub I and New Sub II of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of SCANA, New Sub I and New Sub II, subject to obtaining SCANA Shareholders' Approval.
All shares in the capital of NV held in treasury by NV, New NV or New Sub at the Effective Date will be cancelled and cease to exist by operation of law.
This Agreement has been duly and validly executed and delivered by each of SCANA, New Sub I and New Sub II and, assuming the due authorization, execution and delivery hereof by the other signatories hereto, constitutes the valid and binding obligation of each of SCANA, New Sub I and New Sub II enforceable against it in accordance with its terms.
New Sub II will be the surviving corporation in the Second Merger (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of PSNC in accordance with the NCBC Act and the SCBC Act.
PSNC, SCANA, New Sub I and New Sub II have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.
The New Sub Debt Indenture shall be in the form of Exhibit 4.1 to the Registration Statement of Company on Form S-3 (Registration No. 333-22521) filed with the SEC on February 28, 1997, as amended by Amendment No. 1 and Amendment No. 2 thereto, with such changes thereto, if any, that have been approved by Administrative Agent or that would otherwise have been permitted to be made pursuant to subsection 7.9 if the New Sub Debt were issued and outstanding at the time of any such change.