Second Step Merger definition

Second Step Merger shall have the meaning set forth in the Recitals.

Second Step Merger shall have the meaning as set forth in Section 1.5(b) of the Agreement.

Second Step Merger shall have the meaning set forth in Recital A of the Agreement.

Examples of Second Step Merger in a sentence

• At the effective time of the Second-Step Merger, the certificate of formation of Merger Sub II as in effect immediately prior to the effective time of the Second-Step Merger (the “Merger Sub II Certificate”), subject to the requirements of Section 7.3, shall be the certificate of formation of the Surviving Company until thereafter amended as provided therein or by Applicable Law.

• The Second-Step Merger shall become effective as of the date and time of filing of the Second-Step Delaware Certificate and the Second-Step California Certificate or such later date and time as is specified in the Second-Step Delaware Certificate and the Second-Step California Certificate.

• The Second-Step Merger shall have the effects set forth herein and in the applicable provisions of the DLLCA and the CGCL.

• At the effective time of the Second-Step Merger, (1) each limited liability company interest of Merger Sub II outstanding immediately prior to such time shall remain unchanged and continue to remain outstanding as a limited liability company interest in the Surviving Company, and (2) each share of common stock of the Company, issued and outstanding immediately prior to such time shall be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor.

• The managing member and officers of Merger Sub II in office immediately prior to the effective time of the Second-Step Merger shall be the managing member and officers, respectively, of the Surviving Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Merger Sub II Certificate and the Merger Sub II Limited Liability Company Agreement.

More Definitions of Second Step Merger

Second Step Merger has the meaning assigned in the recitals.

Second Step Merger shall have the meaning given to that term in Section 2.10.

Second Step Merger has the meaning assigned in Section 2.04.

Second Step Merger means the merger of NGT into the Fund after completion of the Exchange Offer, which merger is conditioned upon, inter alia, the agreement by NGT’s trustee to such merger.

Second Step Merger has the meaning set forth in Section 1.17.

Second Step Merger has the meaning set forth in Section 1.01(B).

Second Step Merger means the merger of HQ (as the surviving corporation of the HQ Merger) with and into Merger Sub 2, with Merger Sub 2 as the surviving corporation of such merger, pursuant to and in accordance with the Second-Step Merger Agreement. "Section 3.04(b)(ii) Certificate" shall have the meaning provided in Section 3.04(b)(ii).