Merger 3 Sample Clauses

Merger 3. Upon the terms and subject to the conditions of this Agreement and the Merger 3 Articles, at the Merger 3 Effective Time (as defined in Section 2(f)) in accordance with the DGCL and the TBCA, Convest shall be merged with and into Surviving Corporation 2, the separate existence of Convest shall thereupon cease, and Surviving Corporation 2 shall be the surviving corporation in Merger 3 and is hereinafter sometimes referred to as "SURVIVING CORPORATION 3."
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Merger 3. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, NEA Blocker, Shelf and MS 3 shall cause MS 3 to be merged with and into NEA Blocker (“Merger 3”), with NEA Blocker being the surviving company (which is sometimes hereinafter referred to for the periods at and after the Merger 3 Effective Time as the “NEA Blocker Surviving Company”) following Merger 3 and the separate existence of MS 3 shall cease. Merger 3 shall be consummated in accordance with this Agreement and the DLLCA and evidenced and effected by a Certificate of Merger in the form of Exhibit B-3 (the “NEA Blocker Certificate of Merger”), such Merger 3 to be consummated immediately upon filing of the NEA Blocker Certificate of Merger or at such later time as may be agreed by Acquiror and Holdings in writing and specified in the NEA Blocker Certificate of Merger (the “Merger 3 Effective Time”).
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Merger 3. In accordance with the provisions of this Agreement, the DGCL and the LLC Act, as applicable, Xxxxx Blocker shall be merged with and into the Corporation. From and after the Merger 3 Effective Time (as defined below), the separate existence of Xxxxx Blocker shall cease and the Corporation shall be the surviving company (the “Merger 3 Surviving Company”) and shall continue its corporate existence under the laws of the State of Delaware.
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Merger 3. The limited liability company interests of Xxxxx Blocker outstanding immediately prior to the Merger 3 Effective Time shall, by virtue of Merger 3 and without any action on the part of the holder thereof, be automatically converted into that number of validly issued, fully paid and non-assessable shares of Class A Common Stock equal to the number of Midco Units held by Xxxxx Blocker immediately prior to the Merger 3 Effective Time (after taking into account the expected impact of any incentive equity issued by Acquisition).
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Merger 3. So long as there is no Threshold Cash Increase, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, Sunbeam Primary (as the Second Surviving Corporation) shall be merged with and into Merger Sub II at the Merger 3 Effective Time. Following the Merger 3 Effective Time, the separate corporate existence of Sunbeam Primary shall cease, and Merger Sub II shall continue as the surviving corporation in Merger 3 (the “Surviving Corporation”) and shall succeed to and assume all the rights and obligations of Sunbeam Primary in accordance with the DGCL; provided, however, that if there is a Threshold Cash Increase, the Second Surviving Corporation and Merger Sub II shall not consummate Merger 3, and the Second Surviving Corporation shall be the “Surviving Corporation.”
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Related to Merger 3

  • Conversion of Merger Sub Capital Stock 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 and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • 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.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Conversion of Merger Sub Common Stock 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 fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Merger Closing (a) The Merger shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date"). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time"). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicable.

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