Continuing Corporation definition

Continuing Corporation has the meaning assigned to such term in Section 1.1(A).
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Continuing Corporation. , for a former corporation, means—
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Continuing Corporation means the publicly-traded corporation resulting from a Conversion Transaction.
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Examples of Continuing Corporation in a sentence

  • Without limiting the foregoing, in any case or proceeding in which corporate approval may be required to effectuate any indemnification, the Continuing Corporation or its applicable Subsidiary shall direct, if any Indemnified Party elects, that the determination of permissibility of indemnification shall be made by independent counsel mutually agreed upon between the Continuing Corporation or such Subsidiary and such Indemnified Party.

  • Any interest or other income resulting from such investments shall be paid to the Continuing Corporation or as directed by the Continuing Corporation.

  • At the Effective Date, the Continuing Corporation shall assume the EVBS Stock Plans; provided that such assumption shall only be with respect to the Assumed Options, and the Continuing Corporation shall have no obligation to make any additional grants or awards under the EVBS Stock Plans.

  • After the Effective Date, there shall be no transfers on the stock transfer books of the Company or the Continuing Corporation of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Date.

  • The Continuing Corporation shall be responsible and liable for all the liabilities, obligations and penalties of each of the corporations so merged.

  • Upon consummation of the Merger, the Continuing Corporation shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of each of the corporations so merged.

  • Without limiting the foregoing, in any case in which corporate approval may be required to effectuate any indemnification, the Continuing Corporation shall direct, if the party to be indemnified elects, that the determination of permissibility of indemnification shall be made by independent counsel mutually agreed upon between the Continuing Corporation and the indemnified party.

  • In the event that Xxxxxxxxxxx is not selected to serve as a member of the Board of Directors of the Continuing Corporation, Xxxxxxxxxxx xxxxxx agrees to resign as a director of SMMF and SCB, as applicable, and to deliver a letter of resignation to SMMF and SCB, in each case in the form reasonably requested by SMMF and effective as of the Effective Time.

  • The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Continuing Corporation; provided, that no such investment or losses thereon shall affect the Merger Consideration, and the Continuing Corporation shall promptly provide additional funds to the Exchange Agent for the benefit of holders of XBKS Common Stock or XBKS Equity Awards in the amount of any such losses to the extent necessary for payment of the cash portion of the Merger Consideration.

  • Unless and until changed by the Board of Directors of Continuing Corporation, the main office of Continuing Corporation shall be the main office of Prosperity as of the Effective Time.


More Definitions of Continuing Corporation

Continuing Corporation means the entity surviving a Reorganization.
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Continuing Corporation has the meaning assigned to such term in Section 1.1(A). Control with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting interests, by contract, or otherwise. Daily Sales Price for any trading day shall be equal to the average (rounded to four decimals) of the daily high and low trading prices per share of USBN Common Stock on the NASDAQ Stock Market reporting system, as reported in The Wall Street Journal.
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Continuing Corporation means the corporation resulting from a Corporate Conversion;
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Continuing Corporation means “Amalgamation Sub.” All references in the Agreement to “Escrow Period” shall mean “Indemnification Period.”
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Continuing Corporation is defined in Section 1.1(A).
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Continuing Corporation has the meaning set forth in Section 2.3(A).
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Related to Continuing Corporation

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

  • Acquiring Corporation means (i) the continuing or surviving person of a consolidation or merger with Issuer (if other than Issuer), (ii) the acquiring person in a plan of exchange in which Issuer is acquired, (iii) the Issuer in a merger or plan of exchange in which Issuer is the continuing or surviving or acquiring person, and (iv) the transferee of all or a substantial part of Issuer's assets or deposits (or the assets or deposits of the Issuer Subsidiary).

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

  • 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.

  • Family farm corporation means a corporation founded for the purpose of farming agricultural land in which the majority of the voting stock is held by and the majority of the stockholders are persons or the spouse of persons related to each other within the fourth degree of kinship, according to the rules of the civil law, and at least one of the related persons is residing on or actively operating the farm, and none of whose stockholders are a corporation. A family farm corporation does not cease to qualify under this division where, by reason of any devise, bequest, or the operation of the laws of descent or distribution, the ownership of shares of voting stock is transferred to another person, as long as that person is within the degree of kinship stipulated in this division.

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

  • Amalgamating Corporations means both of them;

  • Mutual housing corporation means a corporation not-for-profit,

  • Non-Wholly Owned Subsidiary means, as to any Person, each Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Wholly Owned Subsidiary of any Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person.

  • existing company means a company formed and registered under any of the previous companies laws…”

  • Qualified CFC Holding Company means a Wholly Owned Subsidiary of the Issuer that is a Delaware limited liability company that is treated as a disregarded entity for U.S. federal income tax purposes, the primary asset of which consists of Equity Interests in either (i) one or more Foreign Subsidiaries or (ii) a Delaware limited liability company the primary asset of which consists of Equity Interests in one or more Foreign Subsidiaries.

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

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

  • Public corporation means the same as that term is defined in Section 63E-1-102.

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

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

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

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

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Affiliated group of corporations means an affiliated group as defined in section 1504 of the Internal Revenue Code, except that, if such a group includes at least one incumbent local exchange carrier that is primarily engaged in the business of providing local exchange telephone service in this state, the affiliated group shall not include any incumbent local exchange carrier that would otherwise be included in the group.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.