Merger Subsidiary II definition

Merger Subsidiary II means Echo Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Borrower.
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Merger Subsidiary II has the meaning set forth in the Preamble.
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Merger Subsidiary II has the meaning set forth in the first paragraph of this Agreement.
Sample 1

Examples of Merger Subsidiary II in a sentence

  • Subject to the provisions of this Agreement, promptly following the Effective Time, the Buyer, Merger Subsidiary II and the Company shall cause the Second Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware.

  • Concurrently with the execution and delivery of this Agreement, Parent is acquiring Cyber-Tech, Inc., a New Jersey corporation (the "Company") pursuant to the merger of the Company with and into MCNS Merger Subsidiary, II, Inc., a wholly-owned Subsidiary of Parent ("Subsidiary") pursuant to the terms and conditions of that certain Merger Agreement and Plan of Reorganization (the "Merger Agreement") dated __________, 1999, by and among Parent, Subsidiary, the Company, and the shareholders of the Company.

  • Merger Subsidiary II (a) is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Delaware, (b) is a disregarded entity for federal income Tax purposes and (c) will continue to be treated as a disregarded entity for federal income Tax purposes following the Closing and the Second Effective Time.

  • For example, on July 25, 2022, the Company entered into an Agreement and Plan of Merger by and among SomaLogic, Panther Merger Subsidiary I, LLC, (“Merger Sub I”), Panther Merger Subsidiary II, LLC, (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Palamedrix, Inc.

  • The managers and officers of Merger Subsidiary II immediately prior to the Second Effective Time shall be the managers and officers of the Surviving Entity, each to hold office in accordance with the provisions of the LLC Act and the certificate of formation and limited liability company agreement of the Surviving Entity.

  • The officers of Merger Subsidiary II immediately prior to the Second Effective Time shall be the initial officers of the Surviving Entity, each to hold office in accordance with the limited liability company agreement of the Surviving Entity.

  • The certificate of formation and limited liability company agreement of Merger Subsidiary II in effect immediately prior to the Second Effective Time shall be the certificate of formation and limited liability company agreement of the Surviving Entity unless and until amended in accordance with their terms and applicable law.

  • At the Second Effective Time, (i) each share of common stock of the Initial Surviving Corporation outstanding immediately prior to the Second Effective Time shall be converted into and become one unit of the Surviving Entity and shall constitute the only outstanding equity interests of the Surviving Entity and (ii) each unit of Merger Subsidiary II outstanding immediately prior to the Second Effective Time shall be cancelled.

  • The managers of Merger Subsidiary II immediately prior to the Second Effective Time shall be the sole managers of the Surviving Entity immediately after the Second Effective Time, each to hold office in accordance with the limited liability company agreement of the Surviving Entity.

  • The parent corporation of the Corporation is a party to that certain Merger Agreement and Plan of Reorganization, dated June __, 1999, among Cyber-Tech, Inc., a New Jersey corporation ("Cyber-Tech"), its shareholders, MCNS Merger Subsidiary II, Inc.

Related to Merger Subsidiary II

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

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

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

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

  • MergerSub has the meaning set forth in the Preamble.

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

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

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

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

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

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

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

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Blocker has the meaning set forth in the preamble.

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

  • Parent Subsidiary means any Subsidiary of Parent.

  • Subsidiary Agreements means said agreements collectively.

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Holdco has the meaning set forth in the Preamble.

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

  • 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.

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

  • Seller Parent has the meaning set forth in the Preamble.

  • Subsidiary of the Company means any foreign or U.S. domestic corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.