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

  • 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.

  • 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.

  • 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”).

  • 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.

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

  • 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.

  • In the presence of different operators and ISP, it will be difficult to route packets because the packet data network gateway (P-GW)[17] will assign a different subnet IP address to the UE compared to the subnet with which the home network will be configured.

  • 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”).

  • Upon consummation of the Second Merger, the Company will cease to exist and Acquisition Sub II will continue as the Surviving Company and a wholly owned Subsidiary of Parent.

Related to Acquisition Sub II

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

  • 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 hereto.

  • 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 has the meaning set forth in the Preamble.

  • 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 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.

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

  • 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 0961994 B.C. Ltd., a company existing 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 forth 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.