Subsequent Surviving Company definition

Subsequent Surviving Company refer to Merger Sub LLC as the surviving limited liability company of the Subsequent Merger; and
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Subsequent Surviving Company has the meaning set forth in Section 1.1(b).
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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
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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.


More Definitions of Subsequent Surviving Company

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

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

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

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

  • Effective Time has the meaning set forth in Section 2.2.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

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

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

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Surviving beneficiary or "surviving descendant" means a beneficiary or a descendant who did not predecease the decedent and is not considered to have predeceased the decedent under section 2702.