HTR Acquisition definition
Examples of HTR Acquisition in a sentence
The directors of HTR Acquisition shall become the directors of the Surviving Corporation at and as of the Effective Time until their successors shall have been duly elected or appointed and qualified in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws.
The officers of HTR Acquisition shall become the officers of the Surviving Corporation at and as of the Effective Time (retaining their respective positions and terms of office) until their successors have been duly elected or appointed and qualified in accordance with the Surviving Corporation's Bylaws.
The Bylaws of HTR Acquisition in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until duly amended in accordance with the terms thereof and applicable state corporation law.
Subject to the terms and conditions of this Agreement, at the Effective Time HTR Acquisition shall be merged with and into HTR (the "Merger"), the separate corporate existence of HTR Acquisition shall thereupon cease, and HTR shall be the surviving corporation in the Merger (the "Surviving Corporation").
The Certificate of Incorporation of HTR Acquisition, as amended by the Certificate of Merger, in effect immediately prior to the Effective Time shall be and remain the Certificate of Incorporation of the Surviving Corporation, until duly amended in accordance with the terms thereof and applicable state corporation law.
HTR's Merger Agreement representations and warranties and covenants contained in this Agreement or any document, instrument, certificate or other item furnished or to be furnished to UOL and HTR Acquisition by HTR pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement shall run to the benefit of any Underwriter of the UOL's Common Stock subject to the completion of the Proposed Offering in addition to the benefit of UOL and HTR Acquisition.
UOL shall make available to HTR Acquisition a sufficient number of shares of UOL Common Stock, Conversion Notes and Conversion Cash to effect the Merger.