Merger 2 definition

Merger 2 shall have the meaning provided in the recitals hereto.

Merger 2 means the merger of Dell International L.L.C. with and into Merger Co on or about the Business Day following the Effective Date, with Merger Co surviving as a wholly-owned subsidiary of the Company and immediately changing its name to Dell International L.L.C.

Merger 2 has the meaning set forth in Section 2.1(c).

Examples of Merger 2 in a sentence

• Merger 2 will become effective at such time as the Merger 2 Certificate of Merger has been duly filed with the Delaware SOS or at such later date or time as may be agreed by Four Leaf and Pubco in writing and specified in the Merger 2 Certificate of Merger in accordance with the DGCL (the effective time of Merger 2 being hereinafter referred to as the “Merger 2 Effective Time”).

• The Mergers shall have the effects set forth in this Agreement, the Merger 1 Certificate of Merger, the Merger 2 Certificate of Merger and the DGCL.

• Notwithstanding the foregoing, any privileged communications or information shared by Four Leaf or the Sponsor prior to the Closing with any member of the Pubco Group under a common interest agreement shall remain the privileged communications or information of Pubco or the Merger 2 Surviving Corporation.

• For a period of six (6) years after the Closing, Pubco shall cause the Organizational Documents of Pubco and the Merger 2 Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the Signing Date in the Organizational Documents of Four Leaf to the extent permitted by applicable Law.

• Immediately following the consummation of Merger 2, the Merger 1 Surviving Corporation and Merger Sub 2 shall cause a certificate of merger (the “Merger 2 Certificate of Merger”) to be executed, acknowledged and filed with the Delaware SOS in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL to effect Merger 2.

• None of Four Leaf, Pubco, the Merger Subs, the Merger 1 Surviving Corporation, the Merger 2 Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any of the Four Leaf Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws.

More Definitions of Merger 2

Merger 2 has the meaning set forth in the Recitals of this Agreement.

Merger 2 has the meaning set forth in the first recital above.

Merger 2 shall have the meaning set forth in the definition of “Dover Downs Merger”.

Merger 2 has the meaning assigned to such term in the Recitals.

Merger 2 has the meaning ascribed to it in the Preamble.

Merger 2 means the merger transaction pursuant to the certain Agreement and Plan of Merger dated December 20, 1995 between Ultrak Colorado and Ultrak Parent, by which Ultrak Colorado was merged on the Merger Date into Ultrak Parent, with Ultrak Parent as the survivor.