Surviving Company. Section 2.1.........................................9
Surviving Company. Unless otherwise determined by Parent prior to the effective time of the Second Step Merger, the certificate of formation and the limited liability company agreement of Merger Sub LLC as in effect immediately prior to the effective time of the Second Step Merger shall be the certificate of formation and the limited liability company agreement of the Surviving Company in the Second Step Merger until thereafter amended in accordance with the applicable provisions of Delaware Law and such limited liability company agreement; provided, however, that at the effective time of the Second Step Merger, the limited liability company agreement of the Surviving Company shall be amended so that the name of the Surviving Company shall be “Oclaro, LLC”.
Surviving Company. “Surviving Company” shall have the meaning set forth in Section 2.01.
Surviving Company. Pursuant to the Merger Agreement, the Company shall be the entity to survive the merger, and the Buyer Group Member shall ultimately own shares of common stock in the Company.
Surviving Company. 2.1. The Certificate of Incorporation of Surviving Corporation shall continue to be its Certificate of Incorporation following the effective date of the merger, until the same shall be altered or amended.
Surviving Company. The Parties acknowledge and agree that if the Surviving Company suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any misrepresentation or inaccuracy in or breach of any representation, warranty, covenant or agreement, then (without limiting any of the rights of the Surviving Company as an Indemnified Person) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Company, to have incurred Losses as a result of and in connection with such misrepresentation, inaccuracy or breach.
Surviving Company. By virtue of the Merger and without any action on the part of the holder thereof, the membership interests of the Merger Sub issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and constitute the only membership interests in the Surviving Company so that thereafter the Parent will be the sole member of the Surviving Company.
Surviving Company. It is understood and agreed that no Indemnified Person shall be indemnified or reimbursed for any Tax consequences arising from adjustments to the basis of any stock or assets resulting from an adjustment to the Merger Consideration or any additional Taxes resulting from such basis adjustment.
Surviving Company. The Surviving Company shall be called Alterra Capital Holdings Limited.
Surviving Company. At the effective time of the Second Step Merger, the directors and officers of the Interim Surviving Corporation shall become the managers and officers of the Surviving Company, each to hold the office in accordance with the limited liability company agreement of the Surviving Company until their respective successors are duly elected and qualified.
