Pubco Sub definition

Pubco Sub means GD Subsidiary Inc., a Delaware corporation and wholly-owned subsidiary of the Company.
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Pubco Sub has the meaning ascribed thereto in the Preamble;
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Pubco Sub is defined in the Preamble to this Merger Agreement.
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Examples of Pubco Sub in a sentence

  • Upon the terms and subject to the conditions set forth in this Merger Agreement, and in accordance with Iowa Law, at the Effective Time (as defined in Section 1.02 below) Pubco Sub shall be merged with and into the Company.

  • The directors of Pubco Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, and the officers of Pubco Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.

  • Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Pubco Sub and the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Pubco Sub and the Company shall become the debts, liabilities and duties of the Surviving Corporation.

  • Pubco Sub was formed solely for the purpose of engaging in the transactions contemplated by this Merger Agreement and has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • XxXxxx, Pubco, Pubco Sub, the Company and the Principal Company Stockholders have caused this Merger Agreement to be executed and delivered as of the date first written above.

  • Pubco has furnished to the Company a true and complete copy of the Certificate of Incorporation of Pubco and the certificate of incorporation of Pubco Sub, as currently in effect, certified as of a recent date by the Secretary of State (or comparable Governmental Entity) of their respective jurisdictions of incorporation, and a true and complete copy of the Bylaws of Pubco and the Bylaws of Pubco Sub, as currently in effect, certified by their respective corporate secretaries.

  • If to the Company, the Managing Member, GA Pubco Sub or HF Pubco Sub, addressed to it at: 0000 Xxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: General Counsel With copies (which shall not constitute notice) to: Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-0000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxx X.

  • Pubco and Pubco Sub are duly incorporated, validly existing and in good standing under the ABCA and the BCBCA, respectively.

  • To the knowledge of XxXxxx, neither XxXxxx, Pubco Sub nor any of XxXxxx'x Significant Subsidiaries has taken any action or failed to take any action which action or failure would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.

  • All material facts regarding the business, operations, prospects, condition (financial or otherwise), Assets or liabilities of XxXxxx, Pubco Sub and XxXxxx'x Significant Subsidiaries that have been disclosed orally or in writing (including, without limitation, in this Merger Agreement and the XxXxxx Disclosure Schedule) or otherwise provided to the Company by XxXxxx have been fully and truthfully disclosed to the Company.


More Definitions of Pubco Sub

Pubco Sub is defined in the recitals to this Agreement.
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Pubco Sub is defined in the Preamble to this Merger Agreement. ---------
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Related to Pubco Sub

  • PubCo has the meaning set forth in the Preamble.

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

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

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

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

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

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

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

  • Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 10 Priveco Share for 12,380,951 Shares;

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

  • Selling Shareholders has the meaning given to such term in the Preamble to this Agreement;

  • Buyer Parties has the meaning set forth in the Preamble.

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

  • Acquiror has the meaning set forth in the Preamble.

  • AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.

  • PRC Entities means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.

  • Acquireco has the meaning ascribed thereto in the recitals.

  • Seller Parent has the meaning set forth in the Preamble.

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

  • Parent Parties means Parent and Merger Sub.

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

  • Buyer Parent has the meaning set forth in the Preamble.

  • Transaction Parties As defined in Section 5.3(o).

  • Subco Shares means the common shares in the capital of Subco;

  • Principal Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.

  • Company Shareholders means holders of Company Shares.