The Subsequent Merger Sample Clauses

The Subsequent Merger. (i) At the Subsequent Effective Time, the Subsequent Merger shall be effected pursuant to which SellerCo will be merged with and into Seller MergerCo in accordance with the DLLCA, whereupon the separate existence of SellerCo shall cease, and Seller MergerCo shall be the surviving company (the “SellerCo Surviving Company”). (ii) Immediately following the consummation of the Merger, Seller MergerCo shall file a certificate of merger with the Delaware Secretary of State (the “Subsequent Certificate of Merger”) and SellerCo and Seller MergerCo shall make all other filings or recordings required by the DLLCA in connection with the Subsequent Merger. The Subsequent Merger shall become effective at such time (the “Subsequent Effective Time”) as the certificate of merger with respect to the Subsequent Merger is duly filed with the Delaware Secretary of State (or at such other time as may be specified in such certificate of merger; provided that the Subsequent Effective Time shall occur after the Effective Time). (iii) From and after the Subsequent Effective Time, the Surviving SellerCo shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of SellerCo and Seller MergerCo, all as provided under the DLLCA.

The Subsequent Merger. At the Subsequent Effective Time, by virtue of the Subsequent Merger and without any action on the part of the Parties or any holder of any securities of SellerCo or Seller MergerCo: (i) All SellerCo Units that are owned, directly or indirectly, by SellerCo (including SellerCo Units held in treasury or otherwise) or Seller MergerCo immediately prior to the Subsequent Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor; (ii) Subject to Section 2.03 and Section 2.04, each SellerCo Unit issued and outstanding immediately prior to the Subsequent Effective Time (other than SellerCo Units to be canceled in accordance with Section 2.02(b)(i), the “Excluded SellerCo Units”) shall be automatically converted into the right to receive the following consideration on a per unit basis, without interest: (A) each SellerCo Unit with respect to which a Cash Election has been effectively made (or deemed made) and not revoked pursuant to Section 2.07 (each, a “Cash Electing SellerCo Unit”) shall be converted into the right to receive the Cash Consideration; provided, however, that if the Cash Electing Unit Number exceeds the Maximum Cash Unit Number, then each Cash Electing SellerCo Unit shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Cash Consideration and (II) the Cash Fraction and (B) a number of validly issued, fully paid and nonassessable shares of Parent Class A Shares (rounded to four decimal places) equal to the product of (I) the Exchange Ratio and (II) one (1) minus the Cash Fraction; (B) each SellerCo Unit with respect to which a Share Election has been effectively made (or deemed to be made) and not revoked pursuant to Section 2.07 (each, a “Share Electing SellerCo Unit”) shall be converted into the Share Consideration; provided, however, that if the Shortfall Number is a positive number, then each Share Electing SellerCo Unit shall be converted into the right to receive (A) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (I) the Cash Consideration and (II) the Share Fraction and (B) a number of validly issued, fully paid and nonassessable shares of Parent Class A Shares equal to the product (rounded to four decimal places) of (I) the Exchange Ratio and (II) one (1) minus the Share Fraction; and (iii) All SellerCo Units converted into the ri...

The Subsequent Merger. Immediately following the Effective Time and in accordance with the DGCL, Parent will cause the Initial Surviving Corporation to merge with and into Sister Subsidiary and the separate corporate existence of the Initial Surviving Corporation shall thereupon cease (the “Subsequent Merger”), and Sister Subsidiary shall be the surviving entity in the Subsequent Merger, and shall succeed to and shall by virtue of the Subsequent Merger continue its existence under the laws of the State of Delaware as a direct wholly-owned subsidiary of Parent. Sister Subsidiary, as the surviving entity of the Subsequent Merger, is referred to herein as the “Final Surviving Entity”. At the effective time of the Subsequent Merger and without any further action on the part of the Initial Surviving Corporation, Parent, Sister Subsidiary or any holder of any capital stock of the Initial Surviving Corporation, Parent or Sister Subsidiary, each share of common stock, par value $0.01 per share, of the Initial Surviving Corporation issued and outstanding immediately prior to the effective time of the Subsequent Merger shall continue as one limited liability company interest of Sister Subsidiary, which shall constitute the only outstanding equity of Sister Subsidiary. Any other equity of the Sister Subsidiary shall automatically be cancelled and retired and shall cease to be outstanding, and no consideration shall be delivered or deliverable in exchange therefor.

The Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation to merge with and into Merger LLC, the separate corporate existence of the Surviving Corporation will thereupon cease, Merger LLC will continue as the surviving entity (the “Surviving Company”), and all of the rights and obligations of the Surviving Corporation under this Agreement will be deemed the rights and obligations of the Surviving Company. The Subsequent Merger will have the effects set forth in Section 18-209(g) of the LLC Act. Immediately following the completion of the Subsequent Merger, the Certificate of Formation and Operating Agreement of the Surviving Company shall be in the forms attached hereto as Exhibit A and Exhibit B, respectively. (b) The Merger and the Subsequent Merger, taken together, are intended to be treated for U.S. federal income tax purposes as a “reorganization” under Section 368(a) of the Code (to which each of Parent and the Company are to be parties under Section 368(b) of the Code). (c) Each of the parties hereto shall, and shall cause its affiliates to, report the Merger and the Subsequent Merger for all Tax purposes consistent with Section 1.7(b) unless required to do so otherwise by applicable Law.

The Subsequent Merger. As soon as practicable following the Effective Time and subject to the terms and conditions of this Agreement, in accordance with the Massachusetts Business Corporation Law ("MBCL") and the CGCL, and in reliance on the representations, warranties and covenants set forth herein, at the Subsequent Effective Time (as defined in Section 2.02 hereof), FSB shall merge with and into BPFH. BPFH shall be the surviving corporation (hereinafter sometimes called the "Subsequent Surviving Corporation") in the Subsequent Merger, and shall continue its corporate existence under the laws of The Commonwealth of Massachusetts. The name of the Subsequent Surviving Corporation shall continue to be Boston Private Financial Holdings, Inc. Upon consummation of the Subsequent Merger, the separate corporate existence of FSB shall terminate.

The Subsequent Merger. At Acquirer’s option, the Company and Acquirer will cooperate and use reasonable best efforts to effect the Subsequent Merger following the Effective Time, including approving and entering into any required merger agreement. At the effective time of the Acquirer Merger, the separate existence of the Company will terminate. Acquirer will be the surviving corporation in the Acquirer Merger (the “Acquirer Merger Surviving Company”) and will continue its existence under the Laws of the State of Delaware. The certificate of incorporation of Acquirer will be the certificate of incorporation of the Acquirer Merger Surviving Company. The bylaws of Acquirer will be the bylaws of the Acquirer Merger Surviving Company. In the Subsequent Merger, the shares of the entity not surviving the merger shall be cancelled and the shares of the entity surviving the merger shall remain outstanding and not be affected thereby.

The Subsequent Merger. Immediately following the Merger, Parent shall cause the Initial Surviving Company to be merged with and into Merger Sub II (the “Subsequent Merger”) and the separate corporate existence of the Initial Surviving Company shall thereupon cease. Merger Sub II shall be the surviving limited liability company in the Subsequent Merger (sometimes hereinafter referred to as the “Surviving Company”), and the separate corporate existence of Merger Sub II shall continue unaffected by the Subsequent Merger, except as set forth in Article IV. The Subsequent Merger shall have the effects specified in the DLLCA and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Effective Time (as defined in Section 2.3(b)), all property, rights, privileges, immunities, powers and franchises of the Initial Surviving Company and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities and duties of the Initial Surviving Company and Merger Sub II shall become the debts, liabilities and duties of the Surviving Company.

The Subsequent Merger. Immediately following the Effective Time, Parent shall cause a Certificate of Merger (the “Second Delaware Certificate of Merger”) to be executed, acknowledged and duly filed by Merger Sub II with the Secretary of State of the State of Delaware as provided in Section 18-209 of the DLLCA to effect the Subsequent Merger. The Subsequent Merger shall become effective immediately following the Effective Time (the “Subsequent Effective Time”) upon duly filing the Second Delaware Certificate of Merger with the Delaware Secretary of State on the Closing Date.

The Subsequent Merger. Immediately following the Effective Time and in accordance with the DGCL and the NYBCL, S&W shall cause USR, as the surviving corporation to the Initial Merger, to be merged with and into SWAC II in accordance with, and with the effects provided in, the applicable provisions of the DGCL and the NYBCL (the “Subsequent Merger”). SWAC II shall be the surviving corporation (sometimes hereinafter referred to as the “Surviving Corporation”) resulting from the Subsequent Merger. As a result of the Subsequent Merger, SWAC II shall continue to be a wholly owned subsidiary of S&W, shall continue to be governed by the laws of the state of Delaware, and shall succeed to and assume all of the rights and obligations of USR. The separate corporate existence of USR shall cease as a result of the Subsequent Merger.

The Subsequent Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, on the Closing Date at the Subsequent Merger Effective Time, the Surviving Company shall be merged with and into Holdings. At the Subsequent Merger Effective Time, the separate corporate existence of the Surviving Company shall cease, and Holdings shall continue as the surviving company in the Subsequent Merger (the “Subsequent Surviving Company”).