Examples of Second Merger Surviving Entity in a sentence
Neither Parent nor any of its Affiliates (including the Second Merger Surviving Entity), on the one hand, nor the Stockholder Representative, on the other hand, shall make or authorize any payment with respect to any such demands or offer to settle or settle any such demands without the prior written consent of the other party, such consent not to be unreasonably withheld.
After the Closing, Parent shall give the Stockholder Representative (A) prompt notice of any written demand for appraisal received by Parent and/or any of its Affiliates (including the Second Merger Surviving Entity) pursuant to the applicable provisions of Delaware Law and (B) the opportunity to control all negotiations and proceedings with respect to such demands.
Notwithstanding anything to the contrary in this Agreement, none of Parent, the First Merger Surviving Corporation, the Second Merger Surviving Entity, the Exchange Agent or any party hereto shall be liable to a Stockholder for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
If, after the First Merger Effective Time, Company Stock Certificates are presented to the First Merger Surviving Corporation or the Second Merger Surviving Entity for any reason, they shall be cancelled and exchanged as provided in this Article I.
There is no Contract to which the Company or any Subsidiary is a party, including the provisions of this Agreement, which, individually or collectively, could give rise to a Parent, Company, Second Merger Surviving Entity, or Subsidiary Tax under Section 409A or that would give rise to an Employee Tax and/or Parent, Company, Second Merger Surviving Entity or Subsidiary reporting obligations under Section 409A.
After the First Merger Effective Time, Parent and the Second Merger Surviving Entity shall maintain such policy in full force and effect, and continue to honor the obligations thereunder; provided, however, that Parent and the Second Merger Surviving Entity shall have no obligation to pay premiums or any other amounts with respect to such policy.
Notwithstanding the foregoing, Parent shall have no obligation to maintain the existence of the Second Merger Surviving Entity for any specified period following the First Merger Effective Time.
Without limiting the generality of the foregoing, and subject thereto, at the effective time of the Second Merger, all the property, rights, privileges, powers and franchises of the First Merger Surviving Entity shall vest in the Second Merger Surviving Entity, and all debts, liabilities and duties of the First Merger Surviving Entity shall become the debts, liabilities and duties of the Second Merger Surviving Entity.
The Certificate of Incorporation of the Second Merger Surviving Entity shall be the Certificate of Incorporation of SumTotal as in effect immediately prior to the effective time of the Second Merger, until thereafter amended in accordance with the DGCL and such Certificate of Incorporation.
No member of the Parent Group shall cause or require any Founder nor any Service Provider to provide any services to the business of any member of the Parent Group or any Affiliate thereof, other than those relating to the business of the Second Merger Surviving Entity (or successor thereof), as conducted as of the Closing Date, unless agreed upon in writing by the Founders.