Second Merger Agreement definition
Examples of Second Merger Agreement in a sentence
This proxy and appointment (i) is irrevocable, (ii) is coupled with an interest and (iii) constitutes, among other things, an inducement for Jefferies to enter into the First Merger Agreement and the Second Merger Agreement.
This Voting Agreement shall terminate automatically, without any action on the part of any party hereto, upon the earliest to occur of (a) the date on which the Second Merger becomes effective, (b) the date on which the Second Merger Agreement is validly terminated and (c) the date on which the parties agree in writing to terminate this Voting Agreement.
The Stockholder understands and acknowledges that Jefferies is entering into the First Merger Agreement and Second Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Voting Agreement.
Section 1(a) of the Amended Rights Agreement is hereby amended to add the following sentence after the last sentence thereof which sentence was added pursuant to Amendment No. 3: Notwithstanding the foregoing, neither Second Holdco nor any of its Affiliates shall become an Acquiring Person as a result of the execution of the Second Merger Agreement or the consummation of the Second Merger by filing the Second Merger Agreement with the Secretary of State of the State of Delaware.
Immediately following the consummation of the Merger, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Indiana Business Corporation Law (“IBCL”), if the 368 Opinions are delivered prior to the Effective Time in accordance with Section 5.11, the Initial Surviving Corporation will be merged with and into Anthem pursuant to the Second Merger Agreement.
Parent, as sole member of Merger LLC, will adopt the Second Merger Agreement immediately following the execution hereof.
If applicable, on or prior to the date hereof Parent, as the sole stockholder of the Surviving Corporation and Merger Sub II, duly executed and delivered a stockholder consent, effective as of the later of the time immediately following (i) execution of the Second Merger Agreement and (ii) the Effective Time, which, when effective, will duly adopt the Second Merger Agreement (the “Second Parent Stockholder Consent”, and together with the First Parent Stockholder Consent, the “Parent Stockholder Consents”).
Pursuant to the Second Merger Agreement, New Jefferies will merge with and into Merger Sub Two, with Merger Sub Two as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”) and each share of New Jefferies common stock issued and outstanding immediately prior to the effective time of the Second Merger will be converted into 0.81 of a common share, par value $1.00 per share, of Leucadia.
Since the date of its incorporation, Merger Sub One has not carried on any business or conducted any operations other than the execution of this Agreement, the Second Merger Agreement, the performance of its obligations hereunder and thereunder and matters ancillary thereto.
Other than the federal and state securities filings, and the STXB Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body or with any other Person are necessary in connection with the execution and delivery by (i) STXB of this Agreement or the Second Merger Agreement, or (ii) SOTB of the Bank Merger Agreement.