LLC Sub definition

LLC Sub has the meaning set forth in the Recitals.
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LLC Sub shall have the meaning assigned to such term in the Recitals to this Agreement.
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LLC Sub means TWC Merger Enterprises 1, LLC, a Delaware limited liability company and a wholly owned subsidiary of Disney;
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Examples of LLC Sub in a sentence

  • This Agreement shall be binding on the successors of the Surviving Corporation and LLC Sub.

  • The limited liability company interests in LLC Sub shall not be affected, altered or modified in any respect by reason of the Second Merger, and shall remain as they were immediately prior to the Second Merger Effective Time.

  • At the time of and immediately after the LLC Sub Merger, Parent shall own all of the membership interests and other equity, if any, in LLC Sub and shall be the sole member of LLC Sub, and LLC Sub shall be treated as an entity disregarded as separate from Parent for U.S. federal income Tax purposes.

  • At the Second Merger Effective Time and without any further action on the part of the Parties or otherwise, the certificate of formation of LLC Sub (the “Certificate of Formation”), as in effect immediately prior to the Second Merger Effective Time, shall continue to be the Certificate of Formation of the Surviving Entity until altered, amended or repealed in accordance with applicable law.

  • Immediately following the Effective Time, the Surviving Corporation shall merge with and into LLC Sub (the “LLC Sub Merger”), with LLC Sub continuing as the surviving entity in such merger as a wholly owned subsidiary of Parent, pursuant to a merger agreement substantially in the form attached hereto as Exhibit A (the “LLC Sub Merger Agreement”).

  • Notwithstanding anything in this Agreement to the contrary, Parent, the Surviving Corporation, LLC Sub and the Exchange Agent and each of their respective Affiliates shall be entitled to deduct and withhold from any amounts otherwise payable to any Person pursuant to this Agreement any amount required to be deducted and withheld with respect to the making of such payment under applicable Law.

  • The respective obligation of each Party to effect the Second Merger shall be subject to the requisite approval and adoption of this Agreement and the Second Merger by the holders of a majority of the issued and outstanding Common Stock entitled to vote thereon and the sole member of LLC Sub in accordance with the DGCL and the DLLCA, respectively.

  • LLC Sub shall execute and file a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the requirements of the DGCL and the DLLCA, and make any other filings or recordings as may be required by Delaware law in connection with the Second Merger.

  • There shall be no condition to the completion of the LLC Sub Merger other than the completion of the Merger.

  • From and after such merger, LLC Sub shall be the Surviving Corporation for purposes of this Agreement.


More Definitions of LLC Sub

LLC Sub is defined in the recitals to this Agreement.
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LLC Sub has the meaning set forth in the Preamble.
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Related to LLC Sub

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

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

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

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

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

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

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

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

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

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

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

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

  • Blocker means an employee engaged in one or more of the following operations in a Millinery Sector establishment:

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • Delaware Bank has the meaning specified in the preamble to this Trust Agreement.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Sub-Fund means a segregated pool of assets and liabilities into which the Trust Fund is divided, established under the Trust Deed and the relevant supplemental deed as a separate trust as described in the relevant Appendix.

  • GP means Gottbetter & Partners, LLP.

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

  • Subsidiary of the Company or “Subsidiary” means a corporation, a majority of the outstanding voting shares of which is owned, directly or indirectly, by the Company or by one or more subsidiaries of the Company and, as used in this definition, “voting shares” means shares of a class or classes ordinarily entitled to vote for the election of the majority of the directors of a corporation irrespective of whether or not shares of any other class or classes shall have or might have the right to vote for directors by reason of the happening of any contingency;

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

  • Merger Sub Board means the board of directors of Merger Sub.

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

  • Operating Partnership has the meaning set forth in the preamble.

  • Delaware LLC Act means the Delaware Limited Liability Company Act.