Merger Sub Certificate definition

Merger Sub Certificate has the meaning set forth in Section 2.6(a).
Sample 1Sample 2Sample 3
Merger Sub Certificate has the meaning ascribed to such term in Section 6.1(a).
Sample 1Sample 2
Merger Sub Certificate. Section 1.4 “Multiemployer Plan” Section 3.10.4
Sample 1

Examples of Merger Sub Certificate in a sentence

  • True and complete copies of the Merger Sub Certificate and Merger Sub Bylaws, as in effect as of the date of this Agreement, have previously been made available by Parent to the Company.

  • The Parent Certificate, the Parent Bylaws, the Merger Sub Certificate and the Merger Sub Bylaws so delivered are in full force and effect and Parent is not in violation of the Parent Certificate or Parent Bylaws and Merger Sub is not in violation of the Merger Sub Certificate or the Merger Sub Bylaws.

  • No state anti-takeover statute or regulation, nor any takeover-related provision in the Parent Certificate or Parent Bylaws or Merger Sub Certificate or Merger Sub Bylaws, is applicable to the Company, this Agreement, the Voting Agreement or the Merger.

  • Parent has made available to the Company, prior to the date of this Agreement, complete and accurate copies of the Restated Certificate of Incorporation of Parent (the “Parent Certificate”) and the By-Laws of Parent (the “Parent Bylaws”), the Merger Sub Certificate and the Merger Sub Bylaws.

  • The Blocker Merger Sub Certificate and the Blocker Merger Sub LLCA, in each case as in effect immediately prior to the SVF Blocker Merger Effective Time, shall be the certificate of formation and the limited liability company agreement, respectively, of the SVF Blocker Surviving Company until thereafter changed or amended as provided therein or by applicable Law; provided that references in such documents to the name of the member of Blocker Merger Sub shall be replaced by references to the name of HoldCo.

  • The officers of Merger Sub at the Effective Time shall be the officers of the Surviving Corporation immediately prior to the Effective Time until their successors are duly appointed or elected in accordance with applicable law, or until their earlier death, resignation or removal in accordance with the Merger Sub Certificate of Incorporation and Merger Sub Bylaws.

  • TERM ARTICLE501CompanyPreamble501Company Closing Certificate7.4(IV)501Company Common Stock2.7501Company Financial Statements4.4(A)501Company Returns4.13(A)501Company Proforma Balance Sheet4.4(A)(II)501Company SharesRecitals501Company Stock Certificate2.8501MergerRecitals501Merger Consideration2.7 Affidavit of Lost 501 Certificate 2.9 Affidavit of Lost Merger Sub Certificate 2.10 EMPIRE GLOBAL CORP.

  • True and complete copies of the Certificate of Incorporation of Merger Sub (the "Merger Sub Certificate") and the Bylaws of Merger Sub (the "Merger Sub Bylaws"), as in effect as of the date of this Agreement, have been previously made available by Merger Sub to the Company.

  • Unless otherwise jointly determined by Parent and the Company prior to the Effective Time, Merger Sub’s certificate of incorporation (the “Merger Sub Certificate”) and bylaws (the “Merger Sub Bylaws” and, together with the Merger Sub Certificate, the “Merger Sub Governing Documents”) shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

  • At the Effective Time, the Merger Sub Certificate of Formation shall be cancelled and the NSH Certificate of Formation shall be the certificate of formation of the Surviving Entity, until duly amended in accordance with applicable Law.


More Definitions of Merger Sub Certificate

Merger Sub Certificate means the Certificate of Incorporation of Merger Sub.
Sample 1

Related to Merger Sub Certificate

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.

  • Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.

  • Class SB Certificate Any one of the Certificates designated as a Class SB Certificate. Class X Certificate: Any one of the Certificates designated as a Class X Certificate.

  • Class A-SB Certificate Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

  • Company Certificate means a certificate of the Company signed by an Officer.

  • Class B-6 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto. Class B-6 Certificateholder: The registered holder of a Class B-6 Certificate.

  • Class A-8 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.

  • Company Stock Certificate has the meaning set forth in Section 1.7.

  • Class A-6 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-6 and Exhibit C hereto.

  • Class K Certificate means any of the Certificates with a "Class K" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class B-1 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-1 and Exhibit C hereto. Class B-1 Certificateholder: The registered holder of a Class B-1 Certificate.

  • Class A-P Certificate Any one of the Certificates designated as a Class A-P Certificate.

  • Class H Certificate means any of the Certificates with a "Class H" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class A-AB Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-5 hereto.

  • Class B Certificate Any one of the Certificates designated as a Class B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.

  • Group 1 Certificate Any Class A-1 or Class A-R Certificate.

  • Class A-7 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-7 and Exhibit C hereto.

  • Class B-5 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-5 and Exhibit C hereto. Class B-5 Certificateholder: The registered holder of a Class B-5 Certificate.

  • Class B-2 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-2 and Exhibit C hereto. Class B-2 Certificateholder: The registered holder of a Class B-2 Certificate.

  • Class B-4 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-4 and Exhibit C hereto. Class B-4 Certificateholder: The registered holder of a Class B-4 Certificate.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Class J Certificate means any one of the Certificates with a "Class J" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class I-A-1 Certificate Any Certificate designated as a "Class I-A-1 Certificate" on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class I-A-1 Certificates as set forth herein and evidencing a Regular Interest in REMIC II.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Class A-V Certificate Any one of the Certificates designated as a Class A-V Certificate, including any Subclass thereof.

  • Class P Certificate Any one of the Class P Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.