Post-Closing Merger Sample Clauses
The Post-Closing Merger clause outlines the procedures and obligations that take effect after the formal closing of a merger transaction. It typically addresses the integration of the merging entities, the transfer of assets and liabilities, and the fulfillment of any remaining conditions or covenants agreed upon during negotiations. For example, it may specify timelines for combining operations, handling outstanding legal or financial matters, or distributing merger consideration to stakeholders. This clause ensures a smooth transition and clarifies the responsibilities of each party after the deal is finalized, thereby reducing the risk of disputes or misunderstandings in the post-closing phase.
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Post-Closing Merger. Immediately following the Effective Time, Southwest shall cause the Surviving Corporation to merge with and into LLC Sub, with LLC Sub continuing as the surviving entity in such merger as a direct wholly owned subsidiary of Southwest, substantially in accordance with the terms of the merger agreement attached hereto as Exhibit A (the “LLC Sub Merger Agreement”). There shall be no condition to the completion of the LLC Sub Merger other than the completion of the Merger. From and after the LLC Sub Merger, LLC Sub shall be the Surviving Corporation for purposes of this Agreement. When the LLC Sub Merger occurs, Southwest shall own all of the membership interests and other equity in LLC Sub, and LLC Sub shall be disregarded for U.S. federal income Tax purposes.
Post-Closing Merger. Immediately following the Effective Time, the Second Merger shall be consummated, with LLC Sub continuing as the surviving entity in such merger as a wholly owned subsidiary of Parent, pursuant to the LLC Sub Merger Agreement. At the time of and immediately after the Second Merger, Parent shall own all of the membership interests and other equity, if any, in LLC Sub and shall be the sole member of LLC Sub, and LLC Sub shall be treated as an entity disregarded as separate from Parent for U.S. federal income Tax purposes.
Post-Closing Merger. The parties acknowledge that as soon as practicable following the Effective Time of the Merger and the Bank Merger, the Surviving Corporation will be merged with and into First Internet, with First Internet as the surviving corporation.
Post-Closing Merger. The Company shall have the right to elect (the “Forward Merger Election”), at its sole discretion, no later than thirty (30) days after the date hereof, by delivery of written notice to Parent, to cause the Surviving Company to merge (the “LLC Sub Merger”), immediately following the Effective Time, with and into LLC Sub, with LLC Sub continuing as the surviving entity in such merger as a direct wholly owned subsidiary of Parent, substantially in accordance with the terms of the merger agreement attached hereto as Exhibit L (the “LLC Sub Merger Agreement”). If the Company makes a valid Forward Merger Election in accordance with this Section 1.10, there shall be no condition to the completion of the LLC Sub Merger other than the completion of the Merger. From and after the LLC Sub Merger, LLC Sub shall be the Surviving Company for purposes of this Agreement. When the LLC Sub Merger occurs, Parent shall own all of the membership interests and other equity in LLC Sub, and LLC Sub shall be disregarded for U.S. federal income Tax purposes.
Post-Closing Merger. Immediately following the Effective Time, the Surviving Corporation shall merge with and into LLC Sub (the “LLC Sub Merger”), with LLC Sub continuing as the surviving entity in such merger as a wholly owned subsidiary of Parent, pursuant to a merger agreement substantially in the form attached hereto as Exhibit A (the “LLC Sub Merger Agreement”). At the time of and immediately after the LLC Sub Merger, Parent shall own all of the membership interests and other equity, if any, in LLC Sub and shall be the sole member of LLC Sub, and LLC Sub shall be treated as an entity disregarded as separate from Parent for U.S. federal income Tax purposes.
Post-Closing Merger. Immediately following the Effective Time, Parent shall cause the Surviving Corporation to merge with and into LLC Sub, with LLC Sub continuing as the surviving entity in such merger as a direct wholly-owned subsidiary of Parent, substantially in accordance with the terms of the merger agreement attached hereto as Exhibit E. From and after such merger, LLC Sub shall be the Surviving Corporation for purposes of this Agreement. When the LLC Sub Merger occurs, Parent shall own all the membership interests and other equity in LLC Sub, and LLC Sub shall be disregarded for United States federal income tax purposes.
Post-Closing Merger. The parties acknowledge that as soon as practicable following the Effective Time of the Merger and the Bank Merger, the Surviving Corporation will be merged with and into FFC, with FFC as the surviving corporation.
Post-Closing Merger. If, after Closing, Fonix or Buyer elect to complete a merger of G-Soft with and into Buyer or Fonix, Buyer or Fonix, as the case may be, shall comply in all materials respect with the requirements of applicable corporate law, including without limitation, Section 262 of the Delaware General Corporation Law.
Post-Closing Merger. (a) Notwithstanding any provision in this Agreement to the contrary, no later than ten (10) business days following the earlier of (i) the Verano Combination, (ii) the exchange of at least 50% of the Acquiror Class B Shares into Multiple Voting Shares as provided for in Section 2.06(a) or (iii) the two-year anniversary of the Closing Date (the “Post-Closing Contribution Date”), ParentCo shall cause an Arizona corporation that is a wholly owned, indirect subsidiary of ParentCo (the “ParentCo Acquisition Company”) to merge with and into Acquiror (the “Merger”) and holders of Acquiror Class B Shares shall receive solely ParentCo stock in exchange for Acquiror Class B Shares in a transaction intended to qualify under Section 368(a) of the Code. Upon the closing of the Merger, the separate corporate existence of ParentCo Acquisition Company shall cease, and the Acquiror shall continue as the surviving corporation (the “Surviving Corporation”). The corporate existence of the Acquiror, with all its purposes, rights, privileges, franchises, powers and objects, shall continue unaffected and unimpaired by the Merger.
Post-Closing Merger. The Parties understand that it is Buyer’s intent to merge PGSPar, PGS and its subsidiaries into Buyer, as set forth in Exhibit 10.7. The Parties agree that the rights and obligations of PGSPar and PGS hereunder may be assigned to Buyer or any of its Affiliates, at Buyer's request. The Parties agree not to object to any such merger and hereby waive any rights to Buyer’s right to merge said entities.