Merger Subsidiary One definition

Merger Subsidiary One means Nina Corporation I, Inc., a Delaware corporation.
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Merger Subsidiary One means Nina Corporation I, Inc., a Delaware corporation. “Minimum ADTV Level” means $75,000,000; provided that, in the event of an Issuer MergerEvent or Spin-Off Event, the Calculation Agent may adjust the Minimum ADTV Level and provide for a Minimum ADTV Level applicable to the Merger Shares or Spin-Off Shares , as applicable, as it deems reasonably necessary pursuant to Section 1.02(d).
Sample 1
Merger Subsidiary One means Nina Corporation I, Inc., a Delaware corporation. “Minimum ADTV Level” means $75,000,000; provided that, in the event of an Issuer
Sample 1

Examples of Merger Subsidiary One in a sentence

  • Except for the LBC Exchangeable TWC Shares and the LBC Excess Shares, on the one hand, and the LIC Exchangeable TWC Shares and the LIC Excess Shares, on the other hand, as of the date hereof, neither Liberty Broadband nor Liberty Interactive, respectively, Beneficially Owns or owns of record (i) any other shares of Company Stock, (ii) any shares of Merger Subsidiary One Common Stock or (iii) any securities that are convertible into or exercisable or exchangeable for Company Stock.

  • Since the date of its incorporation, Merger Subsidiary One has not engaged in any activities other than in connection with or as contemplated by the Mergers Agreement or this Agreement.

  • As of the date hereof, the authorized capital stock of Merger Subsidiary One consists of 15,000,000 shares of common stock, par value $0.001 per share, and no shares of preferred stock, and no shares of common stock were issued and outstanding.

  • Parent shall take all action necessary to cause each of Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and New Charter to perform its obligations under this Agreement and to consummate the applicable Merger on the terms and conditions set forth in this Agreement.

  • Immediately prior to the Exchange, Merger Subsidiary One shall have no shares of capital stock or securities outstanding, no liabilities and no assets other than, in each case, pursuant to the Mergers Agreement and this Agreement and the transactions contemplated thereby and hereby.5. COVENANTS.

  • Since the date of their respective incorpo- ration or formation, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three have not engaged in any activities other than in connection with or as contemplated by this Agreement.

  • The Company shall, and shall cause its Affiliates to, assist Parent, New Charter, Parent Surviving Entity, Company Surviving Corporation, Merger Subsidiary One, Merger Subsidiary Two and/or Merger Subsidiary Three in making such deductions and with- holding as reasonably requested by Parent or New Charter.

  • As of the date hereof, Parent has delivered or made available to the Company true and complete copies of the certificates of incorporation and bylaws of Parent and the organizational documents of New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsid- iary Three as in effect on the date of this Agreement.

  • Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.

  • Immediately prior to the Exchange, Merger Subsidiary One shall have no shares of capital stock or securities outstanding, no liabilities and no assets other than, in each case, pursuant to the Mergers Agreement and this Agreement and the transactions contemplated thereby and hereby.

Related to Merger Subsidiary One

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

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

  • MergerSub has the meaning set forth in the Preamble.

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

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

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

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

  • Merger Sub I 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.

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

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

  • 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.

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

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

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

  • Newco has the meaning set forth in the first paragraph of this Agreement.

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

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Blocker has the meaning set forth in the preamble.

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

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

  • Acquiror has the meaning specified in the Preamble hereto.