Surviving Corporation definition
Examples of Surviving Corporation in a sentence
If, after the Effective Time, Certificates (or affidavits of loss in lieu thereof pursuant to Section 2.08) or Uncertificated Shares are presented to the Surviving Corporation or the Exchange Agent, they will be canceled and exchanged for the Merger Consideration provided for by, and in accordance with the procedures set forth in, this Article 2.
The bylaws of Merger Sub in effect immediately prior to the Effective Time will be the bylaws of the Surviving Corporation (except that references to the name of Merger Sub shall be replaced by reference to the name of the Surviving Corporation) until thereafter amended in accordance with Applicable Law.
Notwithstanding the foregoing, none of Parent, the Surviving Corporation or the Exchange Agent will be liable to any holder of Company Common Shares for Merger Consideration delivered to a Governmental Authority pursuant to any applicable abandoned property, escheat or similar Applicable Law.
Notwithstanding anything to the contrary herein, Parent, the Company, the Surviving Corporation and any of their Affiliates or agents (including the Exchange Agent) shall be entitled to deduct and withhold from any amounts otherwise payable or delivered pursuant to this Agreement (including Section 2.03(a)) such amounts as are required to be deducted or withheld under the Code or any other Applicable Law relating to Taxes.
For the avoidance of doubt, “Equity Securities” shall include the Insider Shares, the IPO Shares, the Private Units, the Private Rights, and the Founder Shares (as defined in Section 6 below), but shall exclude any Equity Securities of the Surviving Corporation that the Sponsor acquired through open market purchases.