Merger Sub 2 Sample Clauses
The 'Merger Sub 2' clause defines the creation and role of a second subsidiary entity, typically formed by the acquiring company to facilitate a multi-step merger transaction. In practice, this clause outlines the establishment, structure, and purpose of Merger Sub 2, specifying how it will participate in the merger process—often by merging with the target company after an initial merger involving Merger Sub 1. The core function of this clause is to provide a clear legal framework for complex merger structures, ensuring that each step of the transaction is properly authorized and executed.
Merger Sub 2. Upon the execution of this Agreement, there will be 5,000,000,000 shares of Merger Sub 2 Common Stock authorized, of which one (1) share will be issued and outstanding as of such time and held by Pubco. No other shares of capital stock or other voting securities of Merger Sub 2 are issued, reserved for issuance or outstanding. All issued and outstanding Merger Sub 2 Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Merger Sub 2’s Organizational Documents or any Contract to which Merger Sub 2 is a party or by which Merger Sub 2 is bound. Except as set forth in Merger Sub 2’s Organizational Documents, there are no outstanding contractual obligations of Merger Sub 2 to repurchase, redeem or otherwise acquire any Merger Sub 2 Common Stock or any capital stock of Merger Sub 2. There are no outstanding contractual obligations of Merger Sub 2 to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.
Merger Sub 2. BHI shall cause Newco 2 to cause Merger Sub 2 to take any action required by this Agreement to be taken by Merger Sub 2 from the date of its incorporation through the Closing and to take any action reasonably required by GE. Prior to the First Effective Time, Merger Sub 2 will not undertake any activity except for any activity specifically required by this Agreement or otherwise specifically required to consummate the First Merger.
Merger Sub 2. WHITECAP BLOCKER MERGER SUB 2, LLC
Merger Sub 2. Each share of common stock of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub 2 evidencing ownership of any shares of common stock shall continue to evidence ownership of such share of common stock of the Surviving Corporation.