BioScikin Co Sample Clauses

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BioScikin Co. Ltd. (百家汇精准医疗控股集团有限公司), a limited liability company incorporated and existing under the laws of the PRC; and

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• 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.

• Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

• 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.

• Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

• Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

• Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

• Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

• Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

• Name of Surviving Corporation After the merger, the Surviving Corporation shall have the name "Capital Bank Corporation"

• Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.