Amalgamation Sub Sample Clauses

Amalgamation Sub. At the Effective Time, by virtue of the Amalgamation and without any action on the part of the holder of any capital shares of Amalgamation Sub, each common share, par value $1.00 per share, of Amalgamation Sub issued and outstanding immediately prior to the Effective Time shall be converted into one common share, par value $1.00 per share, of the Amalgamated Company.
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Amalgamation Sub. Each share of Amalgamation Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued and fully paid common share of the Amalgamated Company.
Amalgamation Sub. Subject to the exceptions set forth in Schedule 3 attached hereto (the “Parent Schedule”), each of Parent and Amalgamation Sub represents and warrants to, and covenants with, the Company, as follows:
Amalgamation Sub. AUM Biosciences Subsidiary Pte. Ltd., a private company limited by shares incorporated in Singapore By: /s/ Vxxxxx Xxxxx Name: Vxxxxx Xxxxx Title: Director MERGER SUB: AUM Biosciences Delaware Merger Sub, Inc., a Delaware corporation By: /s/ Vxxxxx Xxxxx Name: Vxxxxx Xxxxx Title: Director
Amalgamation Sub. “Amalgamation Sub” shall have the meaning set forth in the introductory paragraph to this Agreement.
Amalgamation Sub. Amalgamation Sub has been formed by Purchaser for the purpose of effecting the Amalgamation. The authorized capital securities of Amalgamation Sub consist of 100 units, of which 100 units are issued and outstanding. All of the issued and outstanding units of Amalgamation Sub are owned by Purchaser and are validly issued, fully paid and non-assessable. Except for obligations incurred in connection with its formation or organization or the negotiation and consummation of this Agreement and any related documentation to which it is a party, and the transactions contemplated hereby and thereby, Amalgamation Sub has neither incurred any obligation or liability nor engaged in any business or activity of any type or kind whatsoever or entered into any agreement or arrangement with any Person.
Amalgamation Sub. Since the date of its incorporation, Amalgamation Sub has neither engaged in or transacted any business or activity of any nature other than activities related to its corporate organization and the execution and delivery of this Agreement and the Related Agreements. Amalgamation Sub has no assets or liabilities or obligations of any kind whatsoever, and other than this Agreement and the Related Agreements, is not a party to any contract, agreement or undertaking of any nature.
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Amalgamation Sub. At the Effective Time, each share of Common Stock, without par value, of Amalgamation Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Amalgamated Company.

Related to Amalgamation Sub

  • Surviving Corporation 6 Tax...........................................................................17

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Due Incorporation; Subsidiaries (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to issue, sell and deliver the Shares as contemplated herein.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Merger The Company merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.

  • Organizational Documents of the Surviving Corporation The Company Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

  • Articles of Incorporation of the Surviving Corporation The Articles of Incorporation of Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

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