Subsequent Surviving Company definition

Subsequent Surviving Company refer to Merger Sub LLC as the surviving limited liability company of the Subsequent Merger; and

Subsequent Surviving Company has the meaning set forth in Section 1.1(b).

Subsequent Surviving Company shall have the meaning ascribed to it in Section 2.3(a).

Examples of Subsequent Surviving Company in a sentence

• If, after the Initial Merger Effective Time, a valid Company Stock Certificate is presented to the Exchange Agent or to the Subsequent Surviving Company or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Article I.

• 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.

• The Company shall cooperate with Parent and use commercially reasonable efforts to cause the Subsequent Surviving Company to be named as the successor-in-interest to the Company’s rights under the “tail” policies in respect of the D&O Insurance.

• Notwithstanding anything herein to the contrary, neither Parent nor the Subsequent Surviving Company shall settle, compromise or consent to the entry of any judgment in any Legal Proceeding (and in which indemnification could be sought by Indemnified Parties hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or such Indemnified Party otherwise consents in writing.

• Each of Parent and the Subsequent Surviving Company (each, a “Payor”) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other provision of applicable state, local or foreign Tax law.

• Parent shall not, and shall cause the Subsequent Surviving Company to not, take any action to eliminate such D&O Tail Policy.

• The Subsequent Surviving Company may, at any time after the Subsequent Effective Time, take any action, including executing and delivering any document, in the name and on behalf of any of the Company, Merger Sub I, the Initial Surviving Company or Merger Sub II, in order to consummate the Transactions.

• If, after the Initial Effective Time, any Certificate is presented to the Subsequent Surviving Company, Parent or the Payments Administrator for transfer, it shall be cancelled and exchanged for the aggregate Per Share Merger Consideration to which the holder of the Certificate is entitled pursuant to this Article II.

More Definitions of Subsequent Surviving Company

Subsequent Surviving Company has the meaning set forth in the Recitals. “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries. “Support Agreement” has the meaning set forth in the Recitals. “Takeover Statute” has the meaning set forth in Section 3.12. “Tax” or “Taxes” means taxes including all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value-added, occupancy, escheat, unclaimed property, and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions. “Tax Proceeding” means any inquiry, claim, audit, action, suit, Proceeding, examination, contest, litigation or investigation by any Tax authority in respect of Taxes. “Tax Return” means any returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) supplied or required to be supplied to a Tax authority relating to Taxes. “Third Party Claim” has the meaning set forth in Section 8.3(b). “Trade Secrets” has the meaning set forth in the definition of “Intellectual Property Rights.” “Transaction Deductions” means all items of loss or deduction for U.S. federal income and state and local Tax purposes resulting from or attributable to: (i) Company Transaction Expenses or any compensatory payments made in connection with the Mergers and the transactions contemplated by this