Examples of Company Surviving Corporation in a sentence
Xxxxx Vice President, General Counsel President and Chief Executive Officer and Secretary (Corporate Seal) Allstate Life Insurance Company (Surviving Corporation) ATTEST: ________________________ By: ___________________________ Xxxxxxx X.
To the extent that amounts are so deducted or withheld by the Company, Surviving Corporation or Parent (or their respective Subsidiaries, Affiliates, agents or representatives), such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
None of any Acquiror Party, the Company, Surviving Corporation, the Surviving Entity or the Exchange Agent shall be liable to any Person in respect of any Total Pre-Closing Holder Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws.
Wilson, II Vice President, General Counsel President and Chief Executive Officer and Secretary (Corporate Seal) Allstate Life Insurance Company (Surviving Corporation) ATTEST: ________________________ By: ___________________________ Michael J.
There is no Contract to which the Company or any Subsidiary is a party, including the provisions of this Agreement, which, individually or collectively, could give rise to a Parent, Company, Surviving Corporation, or Subsidiary Tax under Section 409A or that would give rise to an Employee Tax and/or Parent, Company, Surviving Corporation or Subsidiary reporting obligations under Section 409A.
Each of the Company, Surviving Corporation, Parent and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as it reasonably determines is required to deduct and withhold with respect to the making of such payment under any provision of applicable law.
If, after the Effective Time, certificates representing shares of Company Common Stock are presented to the Company Surviving Corporation, they shall be cancelled and exchanged for the consideration set forth in Section 3.9(a).
Each share of Acquisition Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.001 per share, of the Company Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Company Surviving Corporation.
Notwithstanding any provision of this Agreement to the contrary, none of Parent, Merger Sub, Company, Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
At the Holding Company Merger Effective Time, the bylaws of Holdco shall be amended and restated to read in their entirety as the Company Bylaws (except that references to the name of the Company shall be replaced by references to the name of Holdco) and the Company Bylaws shall be the bylaws of the Company Surviving Corporation, in each case until thereafter amended in accordance with the provisions thereof and hereof and Law.