Examples of Second Blocker Merger in a sentence

As a result of the Second Blocker Merger, the separate limited liability company existence of Blocker Merger Sub II shall cease, and Pacer X.X. Xxxxxxx shall continue as the surviving company and as a wholly owned subsidiary of Surviving Pubco (sometimes referred to, in such capacity, as the “Surviving Pacer X.X. Xxxxxxx” and together with the Surviving Pacer Corp.
The Second Blocker Merger shall be evidenced by a Certificate of Merger between Blocker Merger Sub II and Pacer X.X. Xxxxxxx in substantially the form of Annex E (“Certificate of Merger II”).
CONVERSION OF SECURITIES; EARN-OUT; EXCHANGE OF CERTIFICATES 24 Section 3.01 Closing Statement and Payment Spreadsheet 24 Section 3.02 First Blocker Merger 24 Section 3.03 Second Blocker Merger 24 Section 3.04 First Company Merger 25 Section 3.05 Second Company Merger 26 Section 3.06 Earn-Out 27 Section 3.07 Surrender and Payment 28 Section 3.08 Company Certificate; Parent Certificate 30 Section 3.09 Closing Transactions 30 Article IV.
In this regard, we note that Section 10.03 of the Agreement and Plan of Merger, filed as exhibit 2.1, provides that the First Blocker Merger and the First HTP Merger will be treated as a single integrated transaction that is treated as a reorganization within the meaning of Section 368(a) of the Tax Code and the Second Blocker Merger and the Second HTP Merger will be treated as a single integrated transaction that is treated as a reorganization within the meaning of Section 368(a) of the Tax Code.
Upon the terms and subject to the conditions set forth herein, and in accordance with the LLC Act, at the Blocker Mergers Effective Time, simultaneous with the First Blocker Merger and the Second Blocker Merger, GPI Blocker Merger Sub shall be merged with and into the GPI Blocker.
In addition, reference is made to this foundation for underlying considerations in relation to the drawing up of the language policy practices described below (see Appendix).
Today’s world offers unique opportunities for international cooperation, but the United States needs to guide continued adaptation of existing international institutions and alliances and to support development of new institutions appropriate to the demands of the 21st century.

Related to Second Blocker Merger

First Merger shall have the meaning given in the Recitals hereto.
Second Merger has the meaning set forth in the Recitals.
Company Merger has the meaning set forth in the recitals hereto.
Blocker has the meaning set forth in the preamble.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Closing Merger Consideration has the meaning set forth in Section 2.02
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Acquisition Closing Date means the date on which the Acquisition is consummated.
Merger Sub II has the meaning set forth in the Preamble.
Permitted Merger shall have the meaning set forth in Section 3.01.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Merger Sub 1 has the meaning set forth in the Preamble.
Effective Time has the meaning set forth in Section 2.2.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
MergerSub has the meaning set forth in the Preamble.
Company Acquisition Transaction means any transaction or series of transactions involving:
Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.
Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;
Merger Sub I has the meaning set forth in the Preamble.

Second Blocker Merger definition

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