Surviving Entity definition

Surviving Entity has the meaning set forth in Section 2.1.

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Surviving Entity has the meaning set forth in Section 5.01.

Surviving Entity means the surviving entity in a merger or consolidation or any entity that controls, directly or indirectly, such surviving entity.

Examples of Surviving Entity in a sentence

• This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Surviving Entity and Parent.

• If, after the First Effective Time, a valid certificate previously representing any shares of HoldCo Common Stock outstanding immediately prior to the First Effective Time (a “HoldCo Stock Certificate”) is presented to the Exchange Agent or to the Surviving Entity, such HoldCo Stock Certificate shall be cancelled and shall be exchanged as provided in Sections 1.6 and 1.8.

• The Company IP shall be available for use by the Surviving Entity immediately after the Closing Date on identical terms and conditions to those under which the Company owned or used the Company IP immediately prior to the Closing Date.

• If any Person listed in Section 4.10 of the Parent Disclosure Schedule is unable or unwilling to serve as an officer of Parent or the Surviving Entity, as set forth therein, as of the First Effective Time, the Parties shall mutually agree upon a successor.

• After the Required Parent Stockholder Vote has been obtained, this Agreement may be amended with the written approval of the board of directors of Parent, and the sole member of the Surviving Entity at any time; provided, however, that after any such approval of this Agreement by a Party’s stockholders, no amendment shall be made which by Law requires further approval of such stockholders without the further approval of such stockholders.

More Definitions of Surviving Entity

Surviving Entity. As defined in Section 6.03(b).

Surviving Entity means the Company if immediately following any merger, consolidation or similar transaction, the holders of outstanding voting securities of the Company immediately prior to the merger or consolidation own equity securities possessing more than 50% of the voting power of the corporation existing following the merger, consolidation or similar transaction. In all other cases, the other entity to the transaction and not the Company shall be the Surviving Entity. In making the determination of ownership by the stockholders of an entity immediately after the merger, consolidation or similar transaction, equity securities which the stockholders owned immediately before the merger, consolidation or similar transaction as stockholders of another party to the transaction shall be disregarded. Further, outstanding voting securities of an entity shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote.

Surviving Entity means the entity that continues in existence after or is created by a merger.

Surviving Entity has the meaning set forth in the Recitals.

Surviving Entity has the meaning specified in Section 8.01(1)(y).

Surviving Entity has the meaning set forth in Section 5.1(a)(i).

Surviving Entity shall have the meaning set forth in Section 1.01.