Roan Holdco Merger Sample Clauses

Roan Holdco Merger. At the Closing, immediately after the New LINN Merger, Linn Merger Sub #3, pursuant to the Roan Holdco Merger Agreement, shall merge with and into Roan Holdco, with Roan Holdco continuing as the surviving entity in such merger pursuant to Section 18-209 of the Act (such transaction, the “Roan Holdco Merger”), whereupon Roan Holdings will be issued shares of Roan Inc. Common Stock that will represent, immediately after the Roan Holdco Merger, 50% (the “Consideration Share Threshold”) of all outstanding securities and any securities issued or issuable pursuant to options, restricted stock units, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of Roan Inc. Common Stock (or other securities of Roan Inc.) as of immediately after the Roan Holdco Merger, but excluding any such securities, convertible securities or other rights issued or issuable in connection with the MIP Conversion (as defined below) (including any increases in the number of shares of Roan Inc. Common Stock issuable in connection with the MIP Conversion); provided that, if it is determined following the Closing that the issuance of the Consideration Shares did not satisfy the Consideration Share Threshold, Roan Holdings will be issued shares of Roan Inc. Common Stock after the Closing in an amount sufficient to satisfy the Consideration Share Threshold.
Sample 1
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Related to Roan Holdco Merger

  • 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 Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • 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.

  • 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.

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

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

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