Surviving Corporation definition
Examples of Surviving Corporation in a sentence
On the first Business Day following the first anniversary of the Closing Date, Parent shall fund, or cause to be funded, to the Surviving Corporation, an amount equal to the First Equity Commitment Balance as of the Funding Deadline.
The Stockholder understands that such Stockholder (and not Parent, the Company or the Surviving Corporation) shall be responsible for such Stockholder’s tax liability that may arise as a result of the Merger or the transactions contemplated by the Merger Agreement.
At the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of the Company and SPV LLC, all as provided under the DGCL and the DLLCA.
Notwithstanding anything in this Agreement to the contrary, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation and its Affiliates to, in addition to meeting the applicable requirements of this Section 7.03, comply with any additional obligations arising under applicable Legal Requirements or Contracts governing the terms and conditions of employment or termination of employment of the Company Employees.
Within five Business Days following the final determination of the amount of Special Expenses pursuant to this Section 7.21, Parent shall fund, or cause to be funded, to the Surviving Corporation any remaining portion of the Special Expenses Holdback (after giving effect to any reduction pursuant to clause(i) of the immediately preceding sentence), by wire transfer of immediately available funds to one or more accounts designated in writing by the Surviving Corporation.