Intermediate Surviving Corporation definition

Intermediate Surviving Corporation means the Company, as the surviving corporation in Merger 1.
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Intermediate Surviving Corporation has the meaning set forth in Section 2.01.
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Intermediate Surviving Corporation has the meaning set forth in the recitals to this Agreement.
Sample 1

Examples of Intermediate Surviving Corporation in a sentence

  • The directors of Merger Sub 1 immediately prior to the Merger 1 Effective Time shall be the directors of the Intermediate Surviving Corporation.

  • The Bylaws of the Intermediate Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the Bylaws of Merger Subsidiary as in effect immediately prior to the Effective Time.

  • From and after the effectiveness of the Subsequent Merger, the separate corporate existence of the Intermediate Surviving Corporation shall cease and Acquisition Sub shall continue as the surviving entity in the Subsequent Merger and all of the rights and obligations of the Intermediate Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Corporation.

  • In the event the Continuity Percentage equals or exceeds the Reorganization Threshold, subject to Section 6.10(a), the Bylaws of the Surviving Corporation shall be amended and restated as of the Second Merger Effective Time to be identical to the Bylaws of Intermediate Surviving Corporation as in effect immediately prior to the Second Merger Effective Time.

  • Each such director shall hold office in accordance with the certificate of incorporation and bylaws of the Intermediate Surviving Corporation until his successor is duly elected or appointed and qualified or until his earlier resignation or removal.

  • Without limiting the generality of the foregoing, at the Second Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Intermediate Surviving Corporation and Merger Subsidiary Two shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Intermediate Surviving Corporation and Merger Subsidiary Two shall become the debts, liabilities and duties of the Surviving Corporation.

  • As a result of the Subsequent Merger and without any action on the part of Acquisition Sub, at the Subsequent Merger Effective Time, all shares of common stock, par value $0.001 per share, of the Intermediate Surviving Corporation shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and Acquisition Sub shall thereafter cease to have any rights with respect to such shares.

  • Following the Merger 1 Effective Time, each certificate evidencing ownership of shares of Merger Sub 1 Common Stock shall evidence ownership of such shares of capital stock of the Intermediate Surviving Corporation.

  • The officers of Merger Sub shall be the initial officers of the Intermediate Surviving Corporation.

  • If, after the Merger I Effective Time, Certificates are presented to the Intermediate Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this ARTICLE III, except as otherwise provided by Law.

Related to Intermediate Surviving Corporation

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

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

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

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

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

  • Amalgamating Corporations means both of them;

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

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

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

  • Surviving General Partner has the meaning set forth in Section 7.01(d) hereof.

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

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

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

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

  • Surviving Bank has the meaning set forth in Section 1.03.

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

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

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

  • Qualifying corporation means any person classified for federal income tax purposes as an association taxable as a corporation, except either of the following:

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

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

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • Wholly Owned Subsidiary means any Subsidiary of a Person in respect of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Merger has the meaning set forth in the Recitals.

  • Parent organization means the entity named in Item I. of the Policy Declarations.