Acquisition Sub I definition

Acquisition Sub I shall have the meaning set forth in the Preamble.
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Acquisition Sub I is defined in the Preamble.
Sample 1

Examples of Acquisition Sub I in a sentence

  • Each of Parent, the Exchange Agent, Acquisition Sub I, Acquisition Sub II, the Company and the Initial Surviving Corporation and the Surviving Company, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement any amounts as are required to be deducted and withheld with respect to the making of such payment pursuant to the Code or any other applicable Legal Requirement relating to Taxes.

  • Parent, as the sole stockholder of Acquisition Sub I and sole member of Acquisition Sub II, will vote to adopt this Agreement immediately after the execution and delivery of this Agreement.

  • At the First Effective Time, Acquisition Sub I shall be merged with and into the Company in accordance with the DGCL and upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, whereupon the separate existence of Acquisition Sub I shall cease, and the Company shall be the surviving corporation (the “Initial Surviving Corporation”) in the First Merger and a wholly owned Subsidiary of Parent.

  • At the First Effective Time, Acquisition Sub I shall be merged with and into the Company in accordance with the DGCL and upon the terms and subject to the conditions set forth in this Agreement, whereupon the separate existence of Acquisition Sub I shall cease, and the Company shall be the surviving corporation (the “Initial Surviving Corporation”) in the First Merger.

  • Since their respective dates of incorporation and formation, respectively, Acquisition Sub I and Acquisition Sub II have not carried on any business or conducted any operation other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto, other than expenses incurred in connection with their incorporation and formation, respectively.

  • Assessing each student’s academic performance will normally occur after the end of the regular academic year, based on work attempted during that year.

  • This Agreement has been duly executed and delivered by Acquisition Sub II and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Acquisition Sub II, enforceable against Acquisition Sub I in accordance with its terms, subject to the Bankruptcy and Equity Exception.

  • The board of directors of Acquisition Sub I has (i) determined that the transactions contemplated by this Agreement are fair to, and in the best interests of, Acquisition Sub I and its stockholder; (ii) declared that this Agreement is advisable and recommended that its sole stockholder adopt this Agreement; and (iii) authorized and approved the execution, delivery and performance of this Agreement by Acquisition Sub I.

  • Pursuant to the Merger Agreement, Acquisition Sub I merged with and into Metromile, with Metromile surviving as a wholly owned subsidiary of the Company (the “First Merger”) and following the First Merger, Metromile merged with and into Acquisition Sub II, with Acquisition Sub II surviving as “Metromile, LLC” (the “Second Merger,” and together with the First Merger, the “Mergers”).

  • Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed By Filed Herewith 2.01 Agreement and Plan of Merger, dated as of October 7, 2015, among the Company, Ticketfly, Inc., Tennessee Acquisition Sub I, Inc., Tennessee Acquisition Sub II, LLC and Shareholder Representative Services LLC 8-K/A 001-35198 2.1 10/8/2015 2.02 Asset Purchase Agreement, dated as of November 16, 2015, by and between Pandora Media, Inc.

Related to Acquisition Sub I

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Merger Sub II has the meaning set forth in the Preamble.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • MergerSub has the meaning set forth in the preamble hereto.

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Topco has the meaning set forth in the Preamble.

  • Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.

  • Holdco has the meaning set forth in the Preamble.

  • CCC means Customer Care Centre

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Effective Time has the meaning set forth in Section 2.2.

  • Subco means 0961994 B.C. Ltd., a company existing under the laws of the Province of British Columbia;

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Blocker means an employee engaged in one or more of the following operations in a Millinery Sector establishment:

  • Merger Subs has the meaning set forth in the Preamble.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • Securitization Subsidiary means any Subsidiary in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings and other activities reasonably related thereto.

  • Merger has the meaning set forth in the Recitals.

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.