Second Step Merger definition

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

Second Step Merger has the meaning specified in the Recitals to this Agreement.

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

Examples of Second Step Merger in a sentence

• The Second Step Merger shall have the effects set forth in this Agreement and applicable provisions of the NYCL and DLLCA.

• Each share of common stock, no par value, of the Interim Surviving Entity, as well as each share of any other class or series of capital stock of the Interim Surviving Entity, in each case that is issued and outstanding immediately prior to the Second Step Effective Time, shall, at the Second Step Effective Time, solely by virtue and as a result of the Second Step Merger and without any action on the part of any holder thereof, automatically be cancelled for no consideration and shall cease to exist.

• The membership interests of Second Merger Sub immediately prior to the Second Step Effective Time shall not be affected by the Second Step Merger and, accordingly, each such membership interest immediately prior to the Second Step Effective Time shall, at and after the Second Step Effective Time, remain issued and outstanding.

• The Second Step Merger shall become effective at such time as specified in the Second Step Certificates of Merger in accordance with the relevant provisions of the NYBCL and DLLCA, or at such other time as shall be provided by applicable law (such time hereinafter referred to as the “Second Step Effective Time”).

• At the Second Step Effective Time (as defined below), the separate corporate existence of the Interim Surviving Entity shall cease to exist and Second Merger Sub shall continue, as the surviving entity of the Second Step Merger, as a limited liability company organized under the DLLCA.

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).