Subsequent Merger definition

Subsequent Merger has the meaning set forth in the Recitals.

Subsequent Merger shall have the meaning set forth in the Recitals.

Subsequent Merger the merger of the surviving corporation in the Merger with and into Merger LLC, with Merger LLC surviving as a Wholly Owned Subsidiary of Borrower.

Examples of Subsequent Merger in a sentence

• The Subsequent Merger shall have the effects set forth in Section 18-209(g) of the LLC Act.

• The Subsequent Merger shall become effective upon the filing of the Second Certificate of Merger with the Secretary of State of the State of Delaware immediately after the First Effective Time or at such later time as may be agreed upon by the parties hereto in writing and set forth in the Second Certificate of Merger in accordance with the DGCL and the LLC Act (the “Second Effective Time”).

• As used herein, the “Subsequent Effective Time” shall mean the time at which the Subsequent Merger shall become effective.

• Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the Subsequent Merger.

• As of the Second Effective Time, Merger Sub LLC, as the surviving company in the Subsequent Merger, hereby assumes the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of the Indenture (as supplemented from time to time) on the part of the Company to be performed or observed.

More Definitions of Subsequent Merger

Subsequent Merger shall have the meaning set forth in Section 1.2(a).

Subsequent Merger shall have the meaning set forth in the recitals of this Agreement.

Subsequent Merger means the merger of the Surviving Company with and into KCP&L, which may occur following the consummation of the Asset Sale Transactions.

Subsequent Merger has the meaning set forth in Section 2.01.

Subsequent Merger shall have the meaning assigned to such term in the Recitals to this Agreement.

Subsequent Merger shall have the meaning set forth in the recitals to this Agreement. "Subsidiary" and "Significant Subsidiary" shall have the respective meanings set forth in Rule 1-02 of Regulation S-X of the SEC. "Subsidiaries" shall mean all of a party's Subsidiaries and Significant Subsidiaries. "Surviving Corporation" shall have the meaning set forth in Section 2.1. "Takeover Laws" shall have the meaning set forth in Section 6.3(n). "Tax Returns" shall have the meaning set forth in Section 6.3(r). "Taxes" shall mean (i) all taxes, charges, fees, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, occupation, property or other taxes, custom duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority; and (ii) any liability for the payment of amounts with respect to payments of a type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group, or as a result of any obligation under any tax sharing arrangement or tax indemnity agreement. "Treasury Shares" shall have the meaning set forth in Section 3.1(a). "VBCA" shall mean The Vermont Business Corporation Act. "VFSC" shall have the meaning set forth in the preamble to this Agreement. "VFSC Affiliates Agreement" shall have the meaning set forth in Section 7.7(b). A-4

Subsequent Merger means the merger of 21CF with and into LLC Sub, with LLC Sub surviving the merger and becoming a wholly owned subsidiary of Disney; and