Company Surviving Subsidiary definition

Company Surviving Subsidiary has the meaning specified in Section 2.02.
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Company Surviving Subsidiary has the meaning set forth in Section 2.1(b)(ii).
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Company Surviving Subsidiary has the meaning set forth in Section 2.1(e)(i).
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Examples of Company Surviving Subsidiary in a sentence

  • Each of the Parties, the Parent Surviving Subsidiary, the Company Surviving Subsidiary, the Escrow Agent and the Exchange Agent are entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to such payment under all applicable Laws.

  • At the Effective Time, all membership interests of Company Merger Sub outstanding immediately prior to the Effective Time shall be converted into an equal amount of membership interests of Company Surviving Subsidiary, with the same rights, powers and privileges as the membership interests so converted and shall constitute the only membership interests in Company Surviving Subsidiary.

  • The Company, as the surviving company following the Company Merger, is hereinafter sometimes referred to as the “Company Surviving Subsidiary” (provided, that references to the Company for periods after the Effective Time shall include the Company Surviving Subsidiary), and together with the SPAC Surviving Subsidiary, the “Surviving Subsidiaries”.

  • All of the shares of Company Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of the Company Surviving Subsidiary, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of the Company Surviving Subsidiary.

  • Subject to resignations provided by the Company’s directors, the board of directors of the Company Surviving Subsidiary immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing.

  • As of the Effective Time, each Company Shareholder shall cease to have any other rights in and to the Company or the Company Surviving Subsidiary.

  • At the Effective Time, the directors and officers set forth in Section 1.5 of the Parent Disclosure Schedule will become the directors and officers of the Parent Surviving Subsidiary and the Company Surviving Subsidiary and will remain the directors and officers of such Surviving Subsidiary after the Mergers, in each case until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.

  • Without limiting the generality of the foregoing, and subject thereto, from and after the Company Effective Time, the Company Surviving Subsidiary will possess all properties, rights, privileges, powers and franchises of the Companies and Merger Sub II, and all of the claims, obligations, liabilities, debts and duties of the Companies and Merger Sub II will become the claims, obligations, liabilities, debts and duties of the Company Surviving Subsidiary.

  • At the Effective Time, (a) the Organizational Documents of SPAC Merger Sub shall become the Organizational Documents of SPAC Surviving Subsidiary, and (b) the Organizational Documents of Company Merger Sub shall become the Organizational Documents of Company Surviving Subsidiary, respectively, except that the name of the Company Surviving Subsidiary in such Organizational Documents shall be “LatAm Logistic Properties S.A.”.

  • None of Pubco, the Company Surviving Subsidiary or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law.


More Definitions of Company Surviving Subsidiary

Company Surviving Subsidiary. (provided that references to the Company for periods after the Effective Time shall include Company Surviving Subsidiary), and together with Purchaser Surviving Subsidiary, the “Surviving Subsidiaries” (provided that, notwithstanding the Company Merger, the Company will not be included within the meaning of the term Purchaser Parties for purposes of this Agreement).
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Related to Company Surviving Subsidiary

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Surviving Company has the meaning set forth in Section 2.1.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Company Subsidiary means any Subsidiary of the Company.

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

  • Operating Subsidiary means a majority-owned subsidiary of a financial

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

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

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

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

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

  • Parent Subsidiaries means the Subsidiaries of Parent.

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

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

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

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

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

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

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

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—