the Surviving Corporation definition

the Surviving Corporation means GBT as the surviving corporation in the Merger.
Sample 1
the Surviving Corporation has an authorized capitalization as set forth in the Offering Memorandum, and all of the issued shares of capital stock of the Surviving Corporation have been duly and validly authorized and issued, are fully paid and non-assessable; and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and (except for directors' qualifying shares), are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims except as otherwise disclosed in the Offering Memorandum and except for such liens, encumbrances, equities or claims that would not be reasonably expected to have a Material Adverse Effect on the Surviving Corporation.
Sample 1

Examples of the Surviving Corporation in a sentence

  • If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

  • Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.

  • Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

  • Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

  • From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

  • At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time.

  • The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, until their respective successors are duly elected or appointed and qualified.

  • If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.

  • Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Related to the Surviving Corporation

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Surviving Company has the meaning set forth in Section 2.1.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).

  • Qualifying corporation means any person classified for federal income tax purposes as an association taxable as a corporation, except either of the following:

  • Effective Time has the meaning set forth in Section 2.2.

  • Surviving Bank has the meaning set forth in Section 1.03.

  • Amalgamating Corporations means both of them;

  • MergerSub has the meaning set forth in the Preamble.

  • Acquiring Corporation means (i) the continuing or surviving corporation of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a merger in which Issuer is the continuing or surviving person, and (iii) the transferee of all or substantially all of Issuer's assets.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Public corporation means a county, city, village, township, port district, drainage district, special assessment district, or metropolitan district of this state, or a board, commission, or another authority or agency created by or under an act of the legislature of this state.

  • Merger Sub has the meaning set forth in the Preamble.

  • MergerCo has the meaning set forth in the Preamble.

  • Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.

  • Surviving Person means, with respect to any Person involved in or that makes any Disposition, the Person formed by or surviving such Disposition or the Person to which such Disposition is made.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Constituent corporation means any corporation which engages with the Company, its Parent or any Subsidiary in a transaction to which Section 424(a) of the Code applies (or would apply if the option assumed or substituted were an ISO), or any Parent or any Subsidiary of such corporation.

  • Participating Corporation means any Parent, Subsidiary or Affiliate that the Committee designates from time to time as eligible to participate in this Plan. For purposes of the Section 423 Component, only the Parent and Subsidiaries may be Participating Corporations, provided, however, that at any given time a Parent or Subsidiary that is a Participating Corporation under the Section 423 Component shall not be a Participating Corporation under the Non-Section 423 Component. The Committee may provide that any Participating Corporation shall only be eligible to participate in the Non-Section 423 Component.

  • Surviving beneficiary or "surviving descendant" means a beneficiary or a descendant who did not predecease the decedent and is not considered to have predeceased the decedent under section 2702.