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 Transaction Consideration as contemplated in Section 2.01(a), Section 2.02(b) and Section 2.04 to the holders of Xxxxxx Series A Shares, Xxxxxx Series B Shares, Xxxxxx Common Shares and Xxxxxx Options (including delivery of the Contingent Transaction Consideration in discharge of the Surviving Company’s obligation to pay or cause to be paid such consideration, under Section 2.01(b)), and any payments to holders of Dissenting Shares under Section 2.02(g), 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 2.01(a), Section 2.02(b) and Section 2.04, 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 sum of (a) the quotient of (i) the aggregate Closing Cash-Out Amount paid pursuant to Section 2.02(b) and the aggregate amount paid by Subversive to holders of Dissenting Shares pursuant to Section 2.02(g), divided by (ii) the Closing VWAP and (b) the quotient of (i) the aggregate Contingent Cash-Out Amount paid pursuant to Section 2.04, divided by (ii) the Contingent Payment VWAP as of such date of payment.
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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
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”).
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Related to Surviving Company Issuances

  • Surviving Corporation 6 Tax...........................................................................17

  • 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.

  • 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.

  • Surviving Entity Surviving Entity" shall mean the acquiring or resulting entity following the Change of Control.

  • Effective Time Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub 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 the relevant provisions of the DGCL and shall make all other filings or recordings required under 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 Parent 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 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.

  • 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.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by 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 Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

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