Absorbing Company definition
Examples of Absorbing Company in a sentence
Upon any merger and assumption pursuant to Section 801(b), the Absorbing Company shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under this Indenture with the same effect as if the Absorbing Company had been named as the Parent Guarantor herein, and thereafter (to the extent it continues to exist in any form) the predecessor Parent Guarantor shall be relieved of all obligations and covenants under this Indenture and its Guarantee.
The Absorbing Company has not instituted a works council or co-determination council and there is no association of employees, which includes amongst its members employees of the Absorbing Company or one of its subsidiaries.
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.
No new ordinary shares of the Absorbing Company may be issued under its par value by application of the Exchange Ratio.
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 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.