Absorbed Company definition
Examples of Absorbed Company in a sentence
New shares in the share capital of the Absorbing Company shall be issued and allotted to the shareholders of the Absorbed Company by application of the Exchange Ratio.
The Absorbing Company shall assume the benefit and/or charge of any prior tax commitment made by the Absorbed Company in connection with prior transactions completed subject to a preferential tax regime with regard to registration duties and/or corporate income tax or sales tax.
Generally speaking, the Absorbing Company will be subrogated purely and simply in all the rights, obligations and various commitments of the Absorbed Company, without any exception or reservation.
The Cross-Border Merger is the first step of the business combination between the Absorbed Company (which is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses) and the Arrival group (the “Business Combination”).
The rights and claims comprised in the assets of the Absorbed Company shall be transferred to the Absorbing Company with all securities, either in rem or personal, attached thereto.
Lastly, and generally, the Absorbing Company agrees to be subrogated in all the rights and obligations of the Absorbed Company for the purpose of ensuring the payment of any and all outstanding contributions and/or taxes due by the Absorbed Company on the date of its dissolution.
With respect to other taxes and duties, the Absorbing Company will be subrogated to all the rights and obligations of the Absorbed Company and undertakes to meet the corresponding payments and reporting obligations.
The Absorbing Company will acquire, as a result of the Cross-Border Merger, all assets and liabilities of the Absorbed Company by way of universal succession at the Effective Time.
In view of the foregoing, the Absorbing Company agrees to file its income statement and to pay any taxes due by it for the current financial year, in respect of both its own operations and those carried on by the Absorbed Company at the Merger Date.
The Parties hereby agree on a merger by absorption of Cablevisión, as Absorbed Company, by Telecom Argentina as Surviving Company, pursuant and subject to the terms of Sections 82 and 83 of the GCL, and within the tax framework provided by Sections 77 et seq.