Examples of First Step Merger in a sentence
Later that same day and after the conclusion of the First merger, Thrive, as a wholly-owned, direct subsidiary of Parent, merged with and into Eagle Merger Sub II, LLC (“Second Merger Sub”), a Delaware limited liability company the equity of which was wholly owned by Parent, with Second Merger Sub surviving (the “Second Step Merger,” and together with the First Step Merger, the “Merger”).
These statements were false or23 misleading statements of opinion because, as set forth below, Defendants24 did not and could not have legitimately believed that the significantly25 downward adjusted projections were in fact reasonable or prepared in good26 1 First, Merger Sub would merge with and into Oclaro (the “First Step Merger”) with Oclaro27 surviving the First Step Merger.
Subject to the terms and conditions of this Agreement, on or before the Closing Date, the Parties will cause articles of merger to be filed with the Department of State of the Commonwealth of Pennsylvania (the Pennsylvania Department of State) as provided in Section 1927 of the PBCL and a certificate of merger to be filed with the Secretary of State of the State of Delaware (the Delaware Secretary of State) as provided in Section 252 of the DGCL to effect the First Step Merger.
You should review the reasons for the First Step Merger described in greater detail under the captions “Recommendation of the Board of Directors of the Company and Reasons for the First Step Merger” beginning on page 19.
The consummation of the First Step Merger pursuant to the Agreement by Holdco is subject to the execution and delivery of this letter agreement.