Examples of Subsequent Merger Effective Time in a sentence
Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Merger Effective Time, pursuant to DGCL Section 259, all of the properties, rights, privileges, powers, and franchises of the Intermediate Surviving Corporation and Acquisition Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Intermediate Surviving Corporation and Acquisition Sub shall become the debts, liabilities and duties of the Surviving Corporation.
The Partnership Merger shall become effective when the Partnership Certificate of Merger is duly filed with the Delaware Secretary, or at such later time as agreed by Parent and the Company and specified in the Partnership Certificate of Merger (not to exceed 90 days from filing), and in any event simultaneous with the Subsequent Merger Effective Time (the date and time the Partnership Merger becomes effective being the “Partnership Merger Effective Time”).
Work completed more than 10 years prior to the date of the student’s enrollment is not eligible for consideration by the Academic Dean for meeting BST curriculum requirements.
As a result of the Subsequent Merger and without any action on the part of Acquisition Sub, at the Subsequent Merger Effective Time, all shares of common stock, par value $0.001 per share, of the Intermediate Surviving Corporation shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and Acquisition Sub shall thereafter cease to have any rights with respect to such shares.
At the Subsequent Merger Effective Time, each of the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read as set forth in Exhibit C and Exhibit D, respectively (respectively, the “Charter” and the “Bylaws”), each until thereafter amended, restated or amended and restated in accordance with, or as required by, the provisions therein or applicable Law, in each case, consistent with the obligations set forth in Section 7.12.
At the Subsequent Merger Effective Time, all of the properties, rights, privileges, immunities, powers and franchises of Merger Sub LLC and the Initial Surviving Corporation shall vest in the Subsequent Surviving Company and all debts, liabilities and duties of Merger Sub LLC and the Initial Surviving Corporation shall become the debts, liabilities and duties of the Subsequent Surviving Company.
At the Subsequent Merger Effective Time, each outstanding share of common stock, par value $0.001 per share, of Acquisition Sub shall, by virtue of the Subsequent Merger and without any action on the part of Parent, Acquisition Sub, PCF or the Intermediate Surviving Corporation, be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation.
The directors and officers of the Initial Surviving Corporation immediately prior to the Subsequent Merger Effective Time shall, from and after the Subsequent Merger Effective Time, be the directors and officers of the Surviving Corporation, each to hold office until his or her successor has been duly elected or appointed and qualified or until his or her earlier death, resignation or removal pursuant to the Charter, the Bylaws and applicable Law.
At the Subsequent Merger Effective Time, the charter and bylaws of Parent as in effect immediately prior to the Subsequent Merger Effective Time, shall be the charter and bylaws of the SM Surviving Corporation, until thereafter amended in accordance with applicable Law and the applicable provisions of such charter and bylaws.
All of the issued and outstanding capital stock of Merger Sub is and will be at the Effective Time, and all of the issued and outstanding capital stock of Merger Sub II is and will be at the Subsequent Merger Effective Time, owned by Parent or a direct or indirect Subsidiary of Parent.