Second Blocker Merger definition
Examples of Second Blocker Merger in a sentence
The Second Blocker Merger shall be evidenced by a Certificate of Merger between Blocker Merger Sub II and Pacer ▇.▇.
As a result of the Second Blocker Merger, the separate limited liability company existence of Blocker Merger Sub II shall cease, and Pacer ▇.▇.
From and after the Second Blocker Merger Effective Time, until successors are duly elected or appointed in accordance with applicable Law, the directors and officers of the Buyer at the Second Blocker Merger Effective Time shall be the directors and officers, as applicable, of the Surviving Corporation.
The limited liability company agreement of Merger Sub 2 in effect at the Second Blocker Merger Effective Time shall be the limited liability company agreement of the Second Blocker Merger Surviving Company until thereafter amended as provided by applicable Law and in accordance with the provisions of such limited liability company agreement.
As a result of the Second Blocker Merger, First Blocker Merger Surviving Company shall cease to exist and Merger Sub 2 shall continue as the surviving company of the Second Blocker Merger (the “Second Blocker Merger Surviving Company”) and a wholly owned subsidiary of Parent.
The First Company Merger Effective Time shall occur following the Second Blocker Merger Effective Time.
The Second Blocker Merger Effective Time shall occur following the First Blocker Merger Effective Time.
At the Blocker Mergers Effective Time, by virtue of the First Blocker Merger and the Second Blocker Merger and without any action on the part of the HTP Parties, or any Blocker Owner, each Blocker Equity Interest that is issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become the right to receive the Per Blocker Equity Interest Merger Consideration applicable to such Blocker.
The Second Blocker Merger shall become effective upon the filing of such certificate of merger (such time, the “Second Blocker Merger Effective Time”).
CONVERSION OF SECURITIES; EARN-OUT; EXCHANGE OF CERTIFICATES 24 Section 3.01 Closing Statement and Payment Spreadsheet 24 Section 3.02 First Blocker Merger 24 Section 3.03 Second Blocker Merger 24 Section 3.04 First Company Merger 25 Section 3.05 Second Company Merger 26 Section 3.06 Earn-Out 27 Section 3.07 Surrender and Payment 28 Section 3.08 Company Certificate; Parent Certificate 30 Section 3.09 Closing Transactions 30 Article IV.