Examples of Surviving Company in a sentence
If, at any time after the Effective Time, any further action is determined to be necessary to carry out the purposes of this Agreement or to vest the Surviving Company or Parent with full right, title and possession to all assets, property, rights, privileges and powers of the Company, and Merger Sub, the Surviving Company and the officers of the Surviving Company shall take all such lawful and necessary action, consistent with this Agreement, on behalf of the Company, Merger Sub and the Surviving Company.
Subject to Section 4.9, at the Effective Time, the certificate of incorporation of the Surviving Company shall be amended and restated so as to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided therein or by applicable Legal Requirement.
The Parties shall (a) use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Contemplated Transactions and (b) reasonably cooperate with the other Parties and provide the other Parties with such assistance as may be reasonably requested for the purpose of facilitating the performance by each Party of its respective obligations under this Agreement and to enable the Surviving Company to continue to meet its obligations under this Agreement following the Closing.
The costs and expenses incurred by the Securityholders’ Agent, Company, Parent, the Surviving Company or any of their Affiliates in connection with preparing the Required Financials shall be borne by Parent.
The Company shall cause any Investor Agreements (excluding the Company Shareholder Support Agreements) to be terminated immediately prior to the Effective Time, without any liability being imposed on the part of Company, Parent or the Surviving Company, as the case may be.