US Merger Sub definition

US Merger Sub means ARLZ US Acquisition II Corp., a corporation incorporated under the laws of the State of Delaware, formed as a sister company to Parent.”

US Merger Sub means a Delaware corporation that will be formed after the date of the Transaction Agreement and that will ultimately be (but will not at any time prior to Scheme Implementation be) an indirect wholly-owned subsidiary of New TopCo and that is referred to as “U.S. Merger Sub” in the Transaction Agreement.

US Merger Sub shall have the meaning ascribed to it in the Recitals.

Examples of US Merger Sub in a sentence

• The ninth sentence of Section 1.2(b) of the BCA is hereby deleted and replaced with the following: Subject to applicable Law, as of the FMCTI Effective Time, the managers of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be the directors of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the FMCTI Merger Surviving Corporation.

• As of the FMCTI Effective Time, all of the membership interests of U.S. Merger Sub held immediately prior to the FMCTI Effective Time shall automatically be converted into the right to receive one hundred fully paid and non-assessable shares of common stock, par value $0.01, of the FMCTI Merger Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the FMCTI Merger Surviving Corporation.

• Notwithstanding the foregoing, none of Topco, Technip, FMCTI, U.S. Merger Sub, the Exchange Agent or any other Person shall be liable to any former holder of Technip Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.

• Notwithstanding the foregoing, none of Topco, Technip, FMCTI, U.S. Merger Sub, the Exchange Agent or any other Person shall be liable to any holder of a FMCTI Certificate or FMCTI Book-Entry Interests for FMCTI Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• Section 1.16(a)(iii) of the BCA is hereby amended and restated as follows:(iii) Conversion of U.S. Merger Sub Membership Interests.

• Subject to applicable Law, as of the FMCTI Effective Time, the directors of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be the directors of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the FMCTI Merger Surviving Corporation.

• Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and DLLCA, at the FMCTI Effective Time, the FMCTI Merger shall occur, upon the consummation of which U.S. Merger Sub shall be merged with and into FMCTI, the separate corporate existence of U.S. Merger Sub shall thereupon cease and FMCTI shall continue as the surviving corporation (the “ FMCTI Merger Surviving Corporation”).

• As of the FMCTI Effective Time, each issued and outstanding share of common stock, par value$0.01 per share, of U.S. Merger Sub issued and outstanding immediately prior to the FMCTI Effective Time shall automatically be converted into the right to receive one fully paid and non-assessable share of common stock, par value $0.01, of the FMCTI Merger Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the FMCTI Merger Surviving Corporation.

• Backscatter data for Maro Reef has been submitted to our webmaster and a new format for backscatter data display is under development.

• Without limiting the generality of the foregoing, from and after the FMCTI Effective Time, the FMCTI Merger Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of FMCTI and U.S. Merger Sub, all as provided under the DGCL and DLLCA.

More Definitions of US Merger Sub

US Merger Sub means ARLZ US Acquisition II Corp., a Delaware corporation.

US Merger Sub has the meaning given to it in the preamble to this Agreement;

US Merger Sub has the meaning specified in the preamble hereto.

US Merger Sub and, together with Israeli Merger Sub, “Merger Subs”), and Check-Cap Ltd. (“Check-Cap”);

US Merger Sub means Golden Grizzly Bear LLC, a limited liability company existing under the laws of the State of California. "Vesting RSUs" means the outstanding restricted share units of TPCO issued pursuant to the TPCO Equity Incentive Plan which, pursuant to their terms, will automatically vest immediately prior to the Arrangement. "Withholding Obligation" has the meaning ascribed thereto in Section 8.1.1.