Merger Sub Two definition

Merger Sub Two shall have the meaning set forth in the Preamble.

Merger Sub Two means ReSearch Pharmaceutical Services, LLC, a Delaware limited liability company.

Merger Sub Two has the meaning set forth in the introductory paragraph to this Agreement.

Examples of Merger Sub Two in a sentence

• The articles of formation of Merger Sub Two in effect immediately prior to the effective time of the Follow-On Merger shall be the articles of formation of the Surviving Company, and the limited liability company agreement of Merger Sub Two in effect immediately prior to the effective time of the Follow-On Merger shall be the limited liability company agreement of the Surviving Company.

• Parent and each Merger Sub has the required corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, including the Offer and the Mergers, subject only to the adoption of this Agreement by Parent (or a subsidiary of Parent) as the sole stockholder of the Purchaser and the sole member of Merger Sub Two which will occur following the execution of this Agreement.

• Merger Sub Two is, and at the effective time of the Follow-On Merger will be, treated as a “disregarded entity” of Parent for U.S. federal income tax purposes.

• Plaintiffs spend hundreds-of-thousands of dollars every year purchasing keyword ads for its own ADLER Marks.

• Subject to applicable Law, the manager of Merger Sub Two immediately prior to the Second Effective Time shall be and become the manager of the Surviving Company as of the Second Effective Time.

• At the Second Effective Time (and subject to Section 6.8(d)), the certificate of formation and limited liability company agreement of Merger Sub Two as in effect immediately prior to the Second Effective Time, as set forth in Exhibit A here to, shall be the certificate of formation and limited liability company agreement of the Surviving Company, until thereafter amended in accordance with applicable Law and the applicable provisions of such certificate of formation and limited liability company agreement.

• Except for the representations and warranties contained in this ARTICLE IV or in any certificates delivered by the Company in connection with the Offer, each of Parent, Purchaser and Merger Sub Two acknowledges that neither the Company nor any person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or in connection with the Transactions.

• Each share of Merger Sub Two Common Stock converted into shares of Class A common stock of the BKFS Surviving Corporation shall be duly authorized and validly issued, fully paid and nonassessable.

• Except as expressly permitted by this Agreement, any of the other Transaction Agreements or as required by applicable Law, during the period from the date of this Agreement to the New BKH Effective Time, New BKH shall not, and shall not permit any of New Black Knight, Merger Sub One or Merger Sub Two to, without the prior written consent of BKFS, engage in any business or other activity, including incurring any Liability.

• The officers of Merger Sub Two immediately prior to the Merger Effective Time shall be the initial officers of the BKFS Surviving Corporation.

More Definitions of Merger Sub Two

Merger Sub Two means DD Acquisition LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent.

Merger Sub Two means DTVG Two, Inc., a Delaware corporation and a direct wholly-owed Subsidiary of Holdings.

Merger Sub Two has the meaning set forth in the Recitals.

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

Merger Sub Two has the meaning set forth in the preamble.

Merger Sub Two has the meaning set forth in preamble to the Second Amendment.