Second Company Merger definition

Second Company Merger has the meaning set forth in the recitals to this Agreement.
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Second Company Merger has the meaning set forth in the Recitals.
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Second Company Merger means the merger of Redbox with and into Merger Sub LLC pursuant to the Merger Agreement, with Merger Sub LLC surviving the merger as a direct wholly-owned subsidiary of CSSE;
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Examples of Second Company Merger in a sentence

  • Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and Merger Sub LLC shall be the Surviving Company.

  • From and after the Second Company Merger Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law, the officers of Merger Sub LLC immediately prior to the Second Company Merger Effective Time shall be the officers of the Surviving Company.

  • The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”) as the Parties shall specify in the Second Certificate of Merger.

  • Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger.

  • The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

  • None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Second Company Merger Effective Time, other than those covenants or agreements of the Parties that by their terms apply, or are to be performed in whole or in part, after the Second Company Merger Effective Time.

  • Since the date of its formation and prior to the Second Company Merger Effective Time, LLC Sub has not engaged in any activities other than the execution of this Agreement, the performance of its obligations hereunder, and matters ancillary thereto, and prior to the Second Company Merger Effective Time will have no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Second Company Merger.

  • Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent.

  • From and after the Second Company Merger Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law, the managers of Merger Sub LLC immediately prior to the Second Company Merger Effective Time shall be the managers of the Surviving Company.

  • The Company has taken all action necessary to exempt the First Company Merger, the Second Company Merger, this Agreement, and the transactions contemplated hereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions.

Related to Second Company Merger

  • Company Merger has the meaning specified in the Recitals hereto.

  • First Merger has the meaning set forth in the Recitals.

  • Second Merger has the meaning set forth in the Recitals.

  • Bank Merger has the meaning set forth in Section 1.03.

  • Company Shareholder Approval means the approval and adoption of this Agreement and the Transactions (including the Merger) at the Shareholders’ Meeting by the Requisite Company Vote.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Plan of Merger has the meaning given to such term in Section 2.2.

  • Share Exchange has the meaning set forth in Section 2.1.

  • MergerSub means Actavis W.C. Holding 2 LLC, a company organized in Nevada.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

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

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

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

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Company Acquisition Transaction means any transaction or series of transactions involving:

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

  • Articles of Merger has the meaning set forth in Section 2.2.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • FBCA means the Florida Business Corporation Act.

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.