Surviving Company Merger definition

Surviving Company Merger means any Business Combination (i) where the transaction has been approved by a unanimous vote of the entire Board or (ii) where the holders of Voting Stock prior to such transaction will beneficially own (solely for the purpose of this definition, as determined pursuant to Rule 13d-3 or Rule 13d-5 of the Exchange Act) in the aggregate at least fifty percent (50%) of the total voting power of the surviving company’s voting stock immediately after giving effect to such transaction.

Surviving Company Merger means, at any time, any merger (including any reorganization, consolidation, share exchange or similar business combination) to which the Company is a party where (i) the then current chief executive officer of the Company remains as the sole chief executive officer of the surviving public corporation with a substantially similar role and responsibilities, (ii) the Company’s shareholders immediately prior to the effective date of such transaction own, after giving effect to such transaction, a majority of the Voting Securities, and (iii) there has not occurred, as a result of such transaction, a Majority Board Change of the Company as measured against the board of directors in office immediately prior to the such transaction.

Examples of Surviving Company Merger in a sentence

• Notwithstanding the foregoing, none of the Initial Surviving Company, Merger LLC, Parent, the Exchange Agent or any other Person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.

• None of Parent, the Surviving Company, the Final Surviving Company, Merger Sub I or Merger Sub II or any of their respective Representatives shall be liable to any holder of Shares for any part of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• To assess the accuracy of my interpretations of participants’ narratives, I used a combination of three validation strategies suggested by Creswell (2016) and the four dimensions of Daniel’s (2018) TACT framework (Daniel, 2018) to assess the rigour of the qualitative studies.

• Notwithstanding the foregoing, none of FSIC, CCT, the Surviving Company, Merger Sub, the Paying and Exchange Agent or any other Person shall be liable to any former holder of shares of CCT Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws.

• None of the Acquiror, the Company, the Surviving Company, Merger Sub, the Exchange Agent or any other Person shall be liable to any Person in respect of any shares of Acquiror Common Stock or cash held in the Exchange Fund delivered to a Governmental Entity pursuant to any applicable abandoned property, escheat or similar Law.

• If, at any time after the First Merger Effective Time, any further action is necessary, proper or advisable to carry out the purposes of this Agreement, the Surviving Entity, the Surviving Company, Merger Sub II and the Company (or their respective designees) shall take all such actions as are necessary, proper or advisable under applicable Laws, so long as such action is consistent with and for the purposes of implementing the provisions of this Agreement.

• Notwithstanding the foregoing, none of TCPC, BCIC, the Surviving Company, Merger Sub, the Paying and Exchange Agent or any other Person shall be liable to any former holder of shares of BCIC Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws.

• Each of the Surviving Company, Merger Sub and CHC shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Skyline Units such amounts as the Surviving Company, Merger Sub or CHC, as applicable, is required to deduct and withhold pursuant to the applicable rules under the Code, or any provision of state, local or foreign Tax Law.

• To the extent that amounts are so withheld or deducted in accordance with the provisions of this Section ‎1.7(e), and are timely paid to the applicable Governmental Authority in accordance with applicable Law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Skyline Units in respect of which such deduction and withholding was made by the Surviving Company, Merger Sub or CHC, as applicable.

• Notwithstanding the foregoing, none of MMLC, GSBD, the Surviving Company, Merger Sub, the Paying and Exchange Agent or any other Person shall be liable to any former holder of shares of MMLC Common Stock for any amount delivered in good faith pursuant to applicable abandoned property, escheat or similar Laws.