Constituent Corporations    Preamble Sample Clauses

Constituent Corporations    Preamble. Continuing Employees 6.9(a)(i) Contract 5.1(d)(ii) D&O Insurance 6.11(c) Debt Financing 5.2(e)(i) Debt Offer 6.12(l)(xi) Debt Payoff 6.12(l)(xi) DGCL Recitals Disclosure Schedule 5.2 Dissenting Shares 4.1(a)
Sample 1
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Constituent Corporations    Preamble. Continuing Employees 6.9(a) Contract 5.1(d)(ii) control, controlling, controlled by, under common control with 5.1(a) Xxx. A-1
Sample 1
Constituent Corporations    Preamble. Defending Party Section 9.8. Dissenting Shareholder Section 2.3.3. Dissenting Shares Section 2.3.3. Earn Out Acceleration Event Section 5.5. Earn Out Amount Section 5.5. Earn Out Period Section 5.5. Effective Time Section 2.1. Employee List Section 3.12.2. Encumbrances Section 3.15.1. Equitable Qualifications Section 3.5.1. Escrow Agent Section 2.7. Escrow Agreement Section 2.7. Escrow Cash Section 2.7. Escrow Fund Section 2.7. Escrow Period Section 2.7 Escrow Shares Section 2.7. Executives Section 5.5 Fraud Claims Section 8.1.1. GAAP Section 3.6. General Escrow Fund Section 2.7. Governmental Entity Section 3.5.2. Indemnification Value Section 8.3. Liabilities Section 3.7.2. Management Escrow Portion Section 2.7 Merger Preamble Merger Sub Preamble Merger Sub Stock Section 2.3.2. Non-Accredited Cash Portion Section 2.7 Non-Accredited Stockholder Section 2.4 Parent Preamble Parent Balance Sheet Section 4.4. Parent Claims Section 8.1.1. Parent Group Section 8.1.1. Parent Reports Section 4.4. Parent Stock Section 2.3.1. Parent Stock Value Section 2.4 Permits Section 3.8. Principal Preamble PTO Section 3.17 Recapitalization Preamble Registration Agreement Section 5.3. Required Approvals Section 3.5.1 Retained Employees Section 5.4 Shareholders Section 2.3.1 Shareholders' Representative Preamble Section 3.25 Escrow Account Section 2.7. Section 3.25 Escrow Period Section 2.7. Subordinated Notes Preamble Surviving Corporation Section 2.1. Tail Policy Section 5.9 Tax Claims Section 8.1.1. Taxes Section 3.10.8. Termination Date Section 7.1. Transaction Bonus Agreements Section 5.5. Transaction Bonus Amount Section 5.5. Transaction Bonus Plan Section 5.5. Third-Party Parent Claims Section 8.4.2.
Sample 1
Constituent Corporations    Preamble. Continuing Employees 6.9(a) Contract 5.1(d)(ii) control 5.1(a) Costs 6.11(a) D&O Insurance 6.11(b) Debtors 5.1(a)(I) Term Section Delaware Certificate of Merger 1.3 DGCL 1.1 Dissenting Stockholders 4.1(a) DTC 4.2(b) Effective Time 1.3 Encumbrance 5.1(k)(iv) Environmental Law 5.1(m)(v) Environmental Permit 5.1(m)(ii) ERISA 5.1(h)(i) ERISA Affiliate 5.1(h)(iv) ERISA Plans 5.1(h)(i)
Sample 1
Constituent Corporations    Preamble. Contract 5.1(e)(ii) Costs 6.12(a) D&O Insurance 6.12(b) Effective Time 1.3 Elective Officers 6.1(a)(N)
Sample 1

Related to Constituent Corporations    Preamble

  • Constituent Corporations The name, address, jurisdiction of organization and governing law of each of the constituent corporations is as follows:

  • 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.

  • Articles of Incorporation of Surviving Corporation The Articles of Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until amended in accordance with the OBCA.

  • Merger, Consolidation, Incorporation (a) Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

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