Delaware Merger Sub definition

Delaware Merger Sub has the meaning assigned to such term in the preamble to the Agreement. A “Designated Circumstance” shall be deemed to exist if: (a) any condition set forth in Section 6.8 of the Agreement is not satisfied and has not been waived; or (b) as a result of a suit or legal proceeding brought by (i) a Specified Governmental Body under any applicable antitrust or competition Legal Requirement or (ii) a Requesting Authority, any of the conditions set forth in Section 6.9 or Section 6.10 of the Agreement is not satisfied and has not been waived.
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Delaware Merger Sub means IAII Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Purchaser.
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Delaware Merger Sub has the meaning specified in the preamble hereto.
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Examples of Delaware Merger Sub in a sentence

  • For the reasons set forth in the Registration Statement, it is proposed that pursuant to the Agreement and the laws of the State of Delaware, Merger Sub merge with and into the Company.

  • The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Marvell, HoldCo, Delaware Merger Sub or Bermuda Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by any Inphi Entity for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

  • All of the issued and outstanding shares of HoldCo and Delaware Merger Sub, and all of the issued and outstanding share capital of Bermuda Merger Sub, are as of the date of this Agreement, and immediately prior to the Bermuda Merger Effective Time will be, owned by Marvell or a direct or indirect wholly owned Subsidiary of Marvell.

  • Delaware Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Each of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub has the requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted.

  • Marvell organized HoldCo, and HoldCo organized each of Bermuda Merger Sub and Delaware Merger Sub, for the purpose of effecting the transactions contemplated by this Agreement.

  • The Transaction Agreement provides that, upon the terms and subject to the conditions set forth therein, Bermuda Merger Sub will merge with and into Triton (the “Triton Merger”), with Triton as the surviving corporation, and immediately thereafter Delaware Merger Sub will merge with and into TAL (the “TAL Merger” and, collectively with the Triton Merger, the “Mergers”), with TAL as the surviving corporation.

  • This Agreement has been duly executed and delivered by Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub and constitutes the legal, valid and binding obligation of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub, enforceable against Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

  • Parent is a company duly incorporated, validly existing and in good standing under the laws of Delaware, Merger Sub One is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and Merger Sub Two is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • At the Effective Time (as defined in Section 1.2), upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL"), a newly formed wholly owned subsidiary of Parent, to be incorporated in Delaware ("Merger Sub"), shall be merged with and into the Company (the "Merger").


More Definitions of Delaware Merger Sub

Delaware Merger Sub means a corporation to be incorporated under the laws of the State of Delaware as a wholly-owned subsidiary of Barona Cape Ltd.
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Related to Delaware Merger Sub

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

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

  • MergerSub has the meaning set forth in the Preamble.

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

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

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

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

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

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

  • First Merger shall have the meaning given in the Recitals hereto.

  • Company Merger has the meaning set forth in the recitals hereto.

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

  • Delaware LLC Act means the Delaware Limited Liability Company Act.

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

  • Second Merger has the meaning set forth in the Recitals.

  • Delaware Bank has the meaning specified in the preamble to this Trust Agreement.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

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

  • 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.

  • Certificate of Merger has the meaning set forth in Section 2.2.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • NYBCL means the New York Business Corporation Law.

  • DLLCA means the Delaware Limited Liability Company Act.

  • Articles of Merger has the meaning set forth in Section 2.2.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.