Parent Surviving Entity definition

Parent Surviving Entity has the meaning set forth in Section 5.1.
Parent Surviving Entity shall have the meaning set forth in Section 2.1(a)(ii).

Examples of Parent Surviving Entity in a sentence

  • The Company shall, and shall cause its Affiliates to, assist Parent, New Charter, Parent Surviving Entity, Company Surviving Corporation, Merger Subsidiary One, Merger Subsidiary Two and/or Merger Subsidiary Three in making such deductions and withholding as reasonably requested by Parent or New Charter.

  • Any right of an Indemnified Person pursuant to this Section 6.6(a) shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Person as provided herein, and shall be enforceable by such Indemnified Person and their respective heirs and Representatives against Parent, Surviving Entity and the General Partner and their respective successors and assigns.

  • At the Parent Effective Time, the bylaws of Parent Merger Sub as in effect immediately prior to the Parent Effective Time shall be the bylaws of the Parent Surviving Entity until thereafter amended in accordance with its terms, the certificate of incorporation of the Parent Surviving Entity, or as permitted by applicable Law.

  • If, after the Parent Effective Time or Astro Effective Time, respectively, Certificates are presented to the Parent Surviving Entity or Astro Surviving Entity, as applicable, for transfer, they shall be canceled and exchanged for the Merger Consideration as provided in this Article III.

  • The publication of the recent 20-year language plan provoked emotionally-charged responses to the readers’ poll section of The Irish Times website (November 2009).

  • The Company shall, and shall cause its Affiliates to, assist Parent, New Charter, Parent Surviving Entity, Company Surviving Corporation, Merger Subsidiary One, Merger Subsidiary Two and/or Merger Subsidiary Three in making such deductions and with- holding as reasonably requested by Parent or New Charter.

  • At the Parent Effective Time, the certificate of incorporation of Parent Merger Sub as in effect immediately prior to the Parent Effective Time shall be amended to meet the requirements of Section 251(g)(7)(i)(A) of the DGCL and as so amended shall be the certificate of incorporation of the Parent Surviving Entity until thereafter amended as permitted by applicable Law.

  • The directors of Parent Merger Sub immediately prior to the Parent Effective Time and the officers of Parent Merger Sub immediately prior to the Parent Effective Time shall be the directors and officers, respectively, of the Parent Surviving Entity until their respective death, permanent disability, resignation or removal or until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Parent Surviving Entity.

  • Notwithstanding anything to the contrary in this Section 1.6, neither the Exchange Agent nor Parent, Surviving Entity I or the Surviving Entity, nor any other party hereto, shall be liable to a holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or any Contingent Value Right for any amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (a) the directors of Parent Merger Sub at the Effective Time will be the directors of the Parent Surviving Entity, and (b) the officers of the Parent Merger Sub at the Effective Time will be the officers of the Parent Surviving Entity.

Related to Parent Surviving Entity