Surviving Company Issuances Sample Clauses

Surviving Company Issuances. As consideration for CGGC issuing the Common Shares and the Proportionate Voting Shares to former holders of Col-Care Common Units and Profits Interest Units as contemplated in Section 2.05(b) the Surviving Company shall issue to CGGC one unit of ownership for each Common Share or Proportionate Voting Share that is issued by CGGC pursuant to the transactions contemplated in Section 2.05(b).
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Surviving Company Issuances. As consideration for Subversive delivering the Merger Consideration as contemplated in Section 2.02(b), Section 2.02(e) or Section 2.02(f) to the holders of the LCV Class A Shares, the LCV Class B Shares, the LCV 2019 Notes and the LCV 2020 Warrants (including delivery of the Contingent Merger Consideration in discharge of the Surviving Company’s obligation to pay or cause to be paid such consideration under Section 2.02(b), Section 2.02(e) and Section 2.02(f)), and any payments to Dissenting Shareholders under Section 2.02(i), the Surviving Company shall issue to Subversive one share of common stock of the Surviving Company for each Subversive Common Share that is issued by Subversive pursuant to Section 2.02(b), Section 2.02(e) and Section 2.02(f), and a number of shares of common stock of the Surviving Company (rounded down to the nearest whole number of Subversive Common Shares) equal to the quotient of (i) the aggregate Closing Cash-Out Amount paid pursuant to Section 2.02(b), Section 2.02(e) and Section 2.02(f) and Contingent Cash-Out Amount and the aggregate amount paid by Subversive to Dissenting Shareholders pursuant to Section 2.02(i), divided by (ii) the Closing VWAP.
Sample 1
Surviving Company Issuances. As consideration for Subversive delivering the Sisu Merger Consideration as contemplated in Section 2.03(h) to the Persons entitled to receive any of the Sisu Merger Consideration pursuant to the Sisu Merger Agreement, the Surviving Company shall issue to Subversive one share of common stock of the Surviving Company for each Subversive Common Share that is issued by Subversive pursuant to Section 2.03(h), and a number of shares of common stock of the Surviving Company (rounded down to the nearest whole number of Subversive Common Shares) equal to the quotient of (i) the aggregate Sisu Cash Consideration paid pursuant to Section 2.03(h), divided by (ii) the Closing VWAP (the aggregate number of shares of common stock of the Surviving Company to be issued by the Surviving Company pursuant to this Section 2.03(i) being the “Sisu Consideration Number”).
Sample 1
Surviving Company Issuances. As consideration for Subversive delivering the Merger Consideration as contemplated in Section 2.02(a) to the holders of OG Enterprises Shares (including delivery of the Trading Price Consideration in discharge of the Surviving Company’s obligation to pay or cause to be paid such consideration under Section 2.02(a)), the Surviving Company shall issue to Subversive one share of common stock of the Surviving Company for each Subversive Common Share that is issued by Subversive pursuant to Section 2.02(a).
Sample 1

Related to Surviving Company Issuances

  • Surviving Corporation 1 Tax.........................................................................11

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Effective Time Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

  • 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.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Merger, etc If at any time after the date hereof there shall be a merger or consolidation of the Company with or into or a transfer of all or substantially all of the assets of the Company to another entity, then the Holder shall be entitled to receive upon or after such transfer, merger or consolidation becoming effective, and upon payment of the Exercise Price then in effect, the number of shares or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation, which would have been received by the Holder for the shares of stock subject to this Warrant had this Warrant been exercised just prior to such transfer, merger or consolidation becoming effective or to the applicable record date thereof, as the case may be. The Company will not merge or consolidate with or into any other corporation, or sell or otherwise transfer its property, assets and business substantially as an entirety to another corporation, unless the corporation resulting from such merger or consolidation (if not the Company), or such transferee corporation, as the case may be, shall expressly assume in writing the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Company.

  • Bylaws of Surviving Corporation At the Effective Time, the Bylaws of Merger Sub (the “Merger Sub Bylaws”), as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • 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.

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