Acquisition Sub II definition

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

Examples of Acquisition Sub II in a sentence

  • Xxxxxx Title: Executive Vice President, Chief Legal Officer and Secretary API Acquisition Sub II, LLC By: API Acquisition Sub, Inc., its sole member By: /s/ Xxxxxx X.

  • Each limited liability company interest of Acquisition Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstanding as a limited liability company interest of the Surviving Company.

  • 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.

  • At the Second Effective Time, the Company shall be merged with and into Acquisition Sub II in accordance with the DGCL and the DLLCA, whereupon the separate existence of the Company shall cease, with Acquisition Sub II continuing its existence as the surviving limited liability company (the “Surviving Company”).

  • To consider and vote upon a proposal to adopt the Agreement and Plan of Merger and Reorganization, dated as of October 27, 2008, as amended, by and among Clinical Data, Inc., API Acquisition Sub II, LLC, and Avalon Pharmaceuticals, Inc., pursuant to which API will merge with and into Avalon, with Avalon being the surviving corporation.

  • Subject to the terms and conditions of this Agreement, at the Second Effective Time, automatically, by virtue of the Second Merger and without any action on the part of Parent, the Initial Surviving Corporation or Acquisition Sub II, each share of common stock, par value $0.0001 per share, of the Initial Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and shall cease to exist.

  • Astros Acquisition Sub II, LLC, a limited liability company organized under the Laws of the State of California.

  • At the Second Effective Time, the Company shall be merged with and into Acquisition Sub II in accordance with the Utah Act, the DGCL and the DLLCA, whereupon the separate existence of the Company shall cease, with Acquisition Sub II continuing its existence as the surviving limited liability company (the “Surviving Company”).

  • Each of Parent, the Exchange Agent, Acquisition Sub I, Acquisition Sub II, the Company, 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 is the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II.

Related to Acquisition Sub II

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

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

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

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

  • MergerSub has the meaning set forth in the Preamble.

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

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

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

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

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

  • Holdco has the meaning set forth in the Preamble.

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

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

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

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

  • 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.

  • Blocker has the meaning set forth in the preamble.

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

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

  • CCC means Customer Care Centre

  • Subco means 1102209 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia;

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

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

  • Topco has the meaning set out in the Preamble;

  • AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.