Second Surviving Company definition

Second Surviving Company has the meaning set forth in Section 2.1(d)(i).

Second Surviving Company has the meaning set forth in the Recitals of this Agreement.

Second Surviving Company has the meaning set forth in Section 2.1(d)(i). “Securities Act” means the U.S. Securities Act of 1933, as amended.

Examples of Second Surviving Company in a sentence

• The Rollover shall occur, with respect to the Ordinary Shares of the Second Surviving Company held by the Rollover Investor, conditioned upon the Third Closing and as of immediately prior to the Third Effective Time (the “Rollover Closing”).

• To the extent that amounts are so withheld and timely paid over to the appropriate Governmental Entity by Merger Sub, Parent, the First Surviving Company, the Second Surviving Company or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

• After completion of the Second Merger, the Issuer transferred all shares of capital stock of the Second Surviving Company to a wholly-owned subsidiary, Arko 21, LLC, as a capital contribution.

• The managers and officers of the Second Surviving Company immediately following the Second Effective Time shall be the directors and officers of the First Surviving Company as of immediately prior to the Second Effective Time, each to hold office in accordance with the certificate of formation and limited liability company agreement of the Second Surviving Company.

• None of HoldCo, ARYA, the Company, First Surviving Company, Second Surviving Company or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law.

• Parent shall not, and shall cause the Second Surviving Company and its Affiliates not to, seek or have Xxxx Xxxxx LLP disqualified from any such representation based upon the prior representation of the Company Parties thereby.

• To the extent that amounts are so withheld and timely paid over to the appropriate Governmental Authority by Merger Sub, Parent, the First Surviving Company, the Second Surviving Company or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

• Following the transactions, the First Surviving Company and the Second Surviving Company are now wholly-owned subsidiaries of the Issuer.

• Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, all of the assets, properties, rights, privileges, immunities, powers and franchises of the Company shall vest in the Second Surviving Company and all debts, liabilities and duties of the Company shall become the debts, liabilities and duties of the Second Surviving Company.

• The limited liability company agreement of Merger LLC in effect immediately prior to the Second Effective Time in the form attached hereto as Exhibit K-1 shall be, from and after the Second Effective Time, the operating agreement of Second Surviving Company until thereafter changed or amended as provided therein or by the DLLCA.