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Sub II definition

Sub II means NYCSpirit Corp. II, a Delaware corporation and a direct, wholly-owned subsidiary of Vivendi.
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Sub II shall have the meaning set forth in the introductory clauses hereto.
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Sub II has the meaning given such term in the preamble hereto.
Sample 1

Examples of Sub II in a sentence

  • The Holder understands and acknowledges that Parent, Merger Sub I, Merger Sub II, Heat OpCo, Pacers OpCo and the Company are entering into the Merger Agreement in reliance upon such Holder’s execution and delivery of this Agreement.

  • Merger Sub II is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware.

  • Effective as of the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of Parent, Merger Sub II, the Company or the respective stockholders thereof, each share of capital stock of the Company that is issued and outstanding immediately prior to the Second Merger Effective Time shall be cancelled without any consideration paid therefor.

  • Effective as of the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of Parent, Merger Sub II, the Company or the respective stockholders or members thereof, each membership interest of Merger Sub II that is issued and outstanding immediately prior to the Second Merger Effective Time shall remain issued and outstanding.

  • Parent, Merger Sub I, Merger Sub II, the Company and the Securityholder Representative have caused this Agreement to be signed, all as of the date first written above.

  • Merger Sub II has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware.

  • By virtue of Merger II and without any further action on the part of Parent, Merger Sub II or Surviving Entity I, (i) each membership interest of Merger Sub II then outstanding shall remain outstanding and each certificate therefor shall continue to evidence one membership interest of the Surviving Entity and (ii) each share of common stock of Surviving Entity I then outstanding shall be converted into one membership interest of the Surviving Entity.

  • Unless otherwise determined by Parent prior to the Second Effective Time, the officers of Merger Sub II immediately prior to the Second Effective Time shall be the officers of the Surviving LLC as of the Second Effective Time, each to hold office in accordance with the provisions of the limited liability company agreement of the Surviving LLC.

  • Each limited liability company interest of Acquisition Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstanding as a limited liability company interest of the Surviving Company.

  • Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, powers and franchises of each of the First Step Surviving Corporation and Merger Sub II shall vest in the Final Surviving Entity, and all debts, liabilities and duties of each of the First Step Surviving Corporation and Merger Sub II shall attach to, and become the debts, liabilities and duties of, the Final Surviving Entity.


More Definitions of Sub II

Sub II. As defined in the preface of this Agreement.
Sample 1

Related to Sub II

  • Merger Sub II has the meaning set forth in the Preamble.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Merging entity means an entity that is a party to a merger and exists immediately before the merger becomes effective.

  • Sub-Fund means a segregated pool of assets and liabilities into which the Trust Fund is divided, established under the Trust Deed and the relevant supplemental deed as a separate trust as described in the relevant Appendix.

  • Sub-Investment Manager means for each Fund any sub-investment manager or sub-investment managers indicated in the relevant Supplement and any sub-investment manager that the relevant Investment Manager may appoint in the future to manage the Fund, provided that disclosure of any such sub-investment managers appointed by the Investment Managers will be provided to Shareholders upon request and details thereof will be disclosed in the periodic reports to Shareholders, and provided further that each Sub-Investment Manager may appoint a sub-investment manager/advisor to manage/advise any portion of the assets of any Fund to which it has been appointed Sub-Investment Manager in accordance with the requirements of the Central Bank Rules;

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • General Partner Interest means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

  • sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • JV Subsidiary means any Wholly-Owned Subsidiary of the Borrower that directly holds Capital Stock of a Joint Venture.

  • Sub-Trust has the meaning set forth in Section 3.01(b) of the Titling Trust Agreement.

  • Limited Liability Company Interests means the entire limited liability company membership interest at any time owned by any Pledgor in any limited liability company.

  • Subsidiary Stock means any stock or other equity interest in any Subsidiary of the Corporation that is treated as a corporation for U.S. federal income tax purposes.

  • Constituent organization means an organization that is party to a merger.

  • MergerSub means Actavis W.C. Holding 2 LLC, a company organized in Nevada.

  • MergerCo has the meaning set forth in the Preamble.

  • Foreign Subsidiary Holding Company means any Subsidiary of the Company which is organized under the laws of the United States of America or any State thereof or the District of Columbia, substantially all of the assets of which consist of the Capital Stock or Indebtedness of one or more Foreign Subsidiaries (or Restricted Subsidiaries thereof) and other assets relating to an ownership interest in such Capital Stock or Indebtedness.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Constituent entity means an entity that is a party to a merger.

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

  • Sub-Manager Any Person with which the Property Manager or the Special Servicer has entered into a Sub-Management Agreement.

  • Limited liability company means a limited liability company formed under Chapter 1705 of the Ohio Revised Code or under the laws of another state.

Most Referenced Clauses

Most Referenced Definitions