Surviving Company Charter definition

Surviving Company Charter means the form of amended and restated certificate of incorporation set forth on Exhibit E.

Surviving Company Charter has the meaning set forth in Section 2.6(a).

Surviving Company Charter. Section 2.05 “Tax/Taxes” Schedule A “Tax Return” Schedule A “Tax Sharing Agreement” Schedule A “Title IV Plan” Section 3.11(d) “Trade Secrets” Schedule A “Trademarks” Schedule A “Transaction Agreements” Schedule A “Transaction Filings” Section 6.01(a)(i) Sch. A – page 5 “Transaction Litigation” Section 6.19 “Transactions” Schedule A “Transfer Taxes” Section 6.12 “Treasury Regulations” Schedule A “Trust Account” Section 4.14(a) “Trust Agreement” Section 4.14(a) “Unauthorized Code” Schedule A “Unit Separation” Section 2.07(a) “Unpaid SPAC Liabilities” Schedule A “VAT” Section 3.15(m) “Waiving Parties” Section 10.15 “WARN” Section 3.12(d) “Warrant Agreement” Schedule A

Examples of Surviving Company Charter in a sentence

• The sole stockholder of the Surviving Company approved by a unanimous written consent the proposed Merger, as required by the Surviving Company Charter, the Bylaws of the Surviving Company and the Maryland General Corporation Law.

• An accrual is made for the estimated liability for annual leave due as a result of services rendered by employees up to Statement of Financial Position date, with a maximum of 35 days per employee.

• The directors of Company Merger Sub immediately prior to the Company Merger Effective Time shall, from and after the Company Merger Effective Time, be the directors of the Surviving Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Company Charter and the Surviving Company Bylaws.

• Effective as of the Second Merger Effective Time, the Subsidiary Directors and Officers will become the directors and officers of the Second Merger Surviving Company, each to hold office until his or her respective successor is duly elected or appointed and qualified, or his or her earlier death, resignation or removal, in accordance with the Surviving Company Charter, the Surviving Company Bylaws and applicable Law.

• The officers of Company Merger Sub immediately prior to the Company Merger Effective Time shall, from and after the Company Merger Effective Time, be the officers of the Surviving Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Company Charter and the Surviving Company Bylaws.

• The certificate of incorporation of the Company as in effect immediately prior to the Company Merger Effective Time shall be the certificate of incorporation of the Surviving Company (the "Surviving Company Charter"), until duly amended as provided therein or by applicable Law.

• At the Effective Time, the board of directors and executive officers of the Surviving Company shall be the board of directors and executive officers of Pubco, after giving effect to Section 7.14, each to hold office in accordance with the Surviving Company Charter until their respective successors are duly elected or appointed and qualified.

• The directors of Merger Sub at the Merger Effective Time shall, from and after the Merger Effective Time, be the directors of the Surviving Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Company Charter and the Surviving Company Bylaws.

• The Surviving Company Charter shall contain the terms and rights of the Surviving Company Preferred Stock, which shall be the same as those of the Merger Sub Preferred Stock.

• At the effective time of the Secondary Merger, the bylaws of the Secondary Merger Sub shall be amended in their entirety as set forth in Exhibit G, and as so amended shall be the bylaws of the Surviving Company (the “Surviving Company Bylaws”), until duly amended in accordance with applicable Laws, the Surviving Company Charter and such bylaws.

More Definitions of Surviving Company Charter

Surviving Company Charter shall have the meaning set forth in Section 3.1;

Surviving Company Charter. Section 2.6 “Takeover Laws” Section 4.24 “Tax/Taxes” Section 11.2 “Tax Act” Section 11.2 “Tax Return” Section 11.2 “Tax Sharing Agreement” Section 11.2 “Third Earnout Event” Section 2.2(c)(iii) “Third Earnout Right” Section 11.2 “Third EBITDA Earnout Issuance” Section 2.2(c)(i)(4) “Third Price Target” Section 11.2 “Trade Secrets” Section 11.2 “Trademarks” Section 11.2 “Transaction Agreements” Section 11.2 “Transaction Filings” Section 6.1(a)(i) “Transaction Litigation” Section 6.19 “Transactions” Section 11.2 “Transfer Taxes” Section 6.12(a) “Treasury Regulations” Section 11.2 “Trust Account” Section 4.14(a) “Trust Agreement” Section 4.14(a) “TSX” Section 6.8(c) “Unit Separation” Section 2.8(a) “Unpaid SPAC Liabilities” Section 11.2 “VWAP” Section 11.2 “WARN” Section 3.13(c) “Warrant Agreement” Section 11.2 “Willful Breach” Section 11.2

Surviving Company Charter has the meaning ascribed to such term in Section 1.4(a).