Examples of Secondary Merger in a sentence
The Secondary Merger Agreement shall have been fully executed and no condition to the affectation of the Secondary merger will remain unsatisfied (other than affectation of the Merger).
The Merger and Secondary Merger are intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code pursuant to the principles set forth in Revenue Ruling 2001-46, and this Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3.
Stockholder Approval, to perform its obligations hereunder and to consummate the Secondary Merger.
The Secondary Merger shall have the effects set forth in the DGCL.
Further, each party hereto shall cause all Tax Returns relating to the Mergers to be filed on the basis of treating the Merger and Secondary Merger as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.
All shares of Company Common Stock outstanding immediately prior to the Secondary Merger and owned by Blocker Corp.
Without limiting the generality of the foregoing, following the Secondary Merger, all property, rights, powers, privileges and franchises of the Company, Merger Sub and Surviving Corporation shall vest in the Surviving LLC, and all debts, liabilities and duties of the Company, Merger Sub and Surviving Corporation shall become the debts, liabilities and duties of the Surviving LLC.
At the Effective Time, by virtue of the Secondary Merger and without any action on the part of the holder of any Company Common Stock or any Blocker Corp.
Immediately following the Secondary Merger, the Surviving LLC shall be a wholly-owned subsidiary of Parent, and shall at all times be a disregarded entity for United States federal and state income tax purposes.
The closing of the Secondary Merger (the “Closing”) shall take place immediately upon the satisfaction or waiver of the conditions to closing set forth in Article V hereof (the “Closing Date”), at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxx, 00000, unless another time, date or place is agreed to by the parties hereto.