Trident Merger definition
Examples of Trident Merger in a sentence
At the Trident Effective Time, the separate corporate existence of Trident Merger Sub shall cease and Trident shall continue as the surviving entity in the Trident Merger (the “Trident Surviving Corporation”).
Each of Trident, Parent, Trident Merger Sub and ▇▇▇ ▇▇▇▇▇▇ Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Sun, this Agreement constitutes their legal, valid and binding obligation, enforceable against them in accordance with its terms.
None of Trident, Parent, Sun, Trident Merger Sub, Sun Merger Sub or the Exchange Agent shall be liable to any Person in respect of any portion of the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Each of Parent, Trident Merger Sub and Sun Merger Sub has been formed solely for the purpose of executing and delivering this Agreement and consummating the transactions contemplated hereby.
The officers of Trident Merger Sub immediately prior to the Trident Effective Time shall be, as of the Trident Effective Time, the officers of the Trident Surviving Corporation, in each case until such officer’s successor is elected and qualified or such officer’s earlier death, resignation, retirement, disqualification or removal, in each case in accordance with the bylaws of the Trident Surviving Corporation and applicable Law.
None of Parent, Trident Merger Sub or Sun Merger Sub has engaged in any business or activity other than activities related to its corporate organization and the execution and delivery of this Agreement and the other agreements and instruments contemplated hereby and has no assets or liabilities except as necessary for such purpose.
All of the outstanding shares of Trident Merger Sub common stock have been duly authorized and validly issued, and are fully paid and nonassessable.
As of the date of this Agreement, none of Trident, Parent, Trident Merger Sub or Sun Merger Sub beneficially owns (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder) any shares of Capital Stock of Sun.
On the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Trident Effective Time, Trident Merger Sub shall be merged with and into Trident pursuant to the Trident Merger.
The Trident Merger shall become effective at the time that the Trident Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as Trident and Sun may agree and specify in the Trident Certificate of Merger (the time the Trident Merger becomes effective being the “Trident Effective Time”).