Intermediate Surviving Corporation definition

Intermediate Surviving Corporation means the Company, as the surviving corporation in Merger 1.

Intermediate Surviving Corporation has the meaning set forth in Section 2.01.

Intermediate Surviving Corporation has the meaning set forth in the recitals to this Agreement.

Examples of Intermediate Surviving Corporation in a sentence

• At the Merger 1 Effective Time, the bylaws of Merger Sub 1, as in effect immediately prior to theMerger 1 Effective Time, shall be the bylaws of the Intermediate Surviving Corporation.

• Each share of common stock, $0.001 par value per share, of the Intermediate Surviving Corporation issued and outstanding immediately prior to the Merger 2 Effective Time shall be converted into and thereafter evidence one share of common stock, $0.001 par value per share, of the Surviving Corporation.

• Upon the terms and subject to the conditions hereof, at the Merger 2 Effective Time (as defined in Section 2.2(b)), the Intermediate Surviving Corporation shall be merged with and into Merger Sub 2 and the separate existence of the Intermediate Surviving Corporation shall thereupon cease, and Merger Sub 2 shall continue as the Surviving Corporation in accordance with the DGCL.

• The Certificate of Incorporation of the Intermediate Surviving Corporation in effect as of immediately prior to the Merger 2 Effective Time will be amended and restated in its entirety in the form of the certificate of incorporation of Merger Sub 2 in effect as of immediately prior to the Merger 2 Effective Time, and as so amended shall be the certificate of incorporation of the Surviving Corporation until amended or repealed in accordance with the provisions thereof, and applicable Law.

• Each share of common stock of Merger Sub 1 issued and outstanding immediately prior to the Merger 1 Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Intermediate Surviving Corporation and all such shares together shall constitute the only outstanding shares of capital stock of the Intermediate Surviving Corporation.

• Upon the terms and subject to the conditions hereof, at the Merger 1 Effective Time (as defined in Section 2.1(b)), Merger Sub 1 shall be merged with and into the Company and the separate existence of Merger Sub 1 shall thereupon cease, and the Company shall continue as the Intermediate Surviving Corporation in accordance with the DGCL.

• The bylaws of Merger Sub 1 in effect as of immediately prior to the Merger 1 Effective Time shall be the bylaws of the Intermediate Surviving Corporation until amended or repealed in accordance with the provisions thereof, the certificate of incorporation of the Intermediate Surviving Corporation, and applicable Law.

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

• Notwithstanding anything to the contrary in this Agreement, none of Parent, the Intermediate Surviving Corporation, the Surviving Corporation or any other party hereto shall be liable to a holder of any shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

• RationaleWhen duplex or multi-unit residential structures are placed on busy commercial streets, smaller setbacks that locate the building closer to the street are encouraged.