First Merger Surviving Entity definition

First Merger Surviving Entity has the meaning set forth in Section 1.1(a).

First Merger Surviving Entity. Section 1.1(a) “Form S-4” Section 3.5 “Fractional Share Consideration” Section 2.1(a)(i) “GAAP” Section 3.6(a) “Go-Shop Period” Section 5.3(a) “Governmental Entity” Section 3.5 “Hedging Guidelines” Section 6.17(a) “Indemnification Agreements” Section 6.4(a)

Examples of First Merger Surviving Entity in a sentence

• Immediately following the consummation of the First Merger, Surviving Entity 1 shall merge with and into Merger Sub 2, with Merger Sub 2 being the surviving company (as defined in the Cayman Act) in the Second Merger.

• Immediately following the consummation of the First Merger, Surviving Entity 1 and Merger Sub 2 shall execute and cause to be filed with the Registrar of Companies of the Cayman Islands, the Second Plan of Merger and such other documents as may be required in accordance with the applicable provisions of the Cayman Act or by any other applicable Law to make the Second Merger effective (collectively, the “Second Merger Filing Documents”).

• Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Merger Sub 1 and the Company, respectively, shall vest in the First Merger Surviving Entity, and all debts, liabilities and duties of Merger Sub 1 and the Company, respectively, shall become the debts, liabilities and duties of the First Merger Surviving Entity.

• Without limiting the generality of the foregoing, and subject thereto, at the effective time of the Second Merger, all the property, rights, privileges, powers and franchises of the First Merger Surviving Entity shall vest in the Second Merger Surviving Entity, and all debts, liabilities and duties of the First Merger Surviving Entity shall become the debts, liabilities and duties of the Second Merger Surviving Entity.

• Immediately following the consummation of the First Merger, Surviving Entity 1 and Merger Sub 2 shall execute and cause to be filed with the Cayman Registrar, the Second Plan of Merger and such other documents as may be required in accordance with the applicable provisions of the Cayman Act or by any other applicable Law to make the Second Merger effective (collectively, the “Second Merger Filing Documents”).

• At the Effective Time, by virtue of the First Merger and without any action on the part of the Company or Merger Sub 1, the initial directors of the First Merger Surviving Entity shall be the directors of Merger Sub 1 immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the First Merger Surviving Entity until their respective successors are duly elected or appointed and qualified.

• Unless otherwise determined by SumTotal prior to the effective time of the First Merger, as of the effective time of the First Merger, by virtue of the First Merger and without any action on the part of Pathlore or Merger Sub, the initial directors of the First Merger Surviving Entity shall be the individuals designated by SumTotal, until their respective successors are duly elected or appointed and qualified.

• At the Effective Time, by virtue of the First Merger and without any action on the part of the Company or Merger Sub 1, the initial officers of the First Merger Surviving Entity shall be the officers of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the First Merger Surviving Entity until their respective successors are duly appointed.

• Unless otherwise determined by SumTotal prior to the effective time of the First Merger, as of the effective time of the First Merger, by virtue of the First Merger and without any action on the part of Pathlore or Merger Sub, the Bylaws of Merger Sub, as in effect immediately prior to the effective time of the First Merger, shall be the Bylaws of the First Merger Surviving Entity, until thereafter amended in accordance with the DGCL and as provided in such Bylaws.

• Each share of common stock, par value $.01 per share, of Merger Sub 1 that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock, par value $.01 of the First Merger Surviving Entity.