Examples of Surviving Corporation in a sentence
The Surviving Corporation shall maintain in effect for a period of not less than six years from the Effective Time, in its certificate of incorporation and bylaws, provisions substantially identical to Article X of the certificate of incorporation of the Company and Article VI of the bylaws of the Company, respectively, as currently in effect.
The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL, including, without limitation, that, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Each share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one share of the common stock of the Surviving Corporation.
Based on information available to Parent, the Purchaser and Xxxxxxx, assuming the satisfaction of the conditions to the obligation of Parent, the Purchaser and Xxxxxxx to consummate the Merger, then, after giving effect to the Merger, including the utilization of the Required Cash Amount, each of Xxxxxxx, Parent and the Surviving Corporation will be Solvent as of the Effective Time and immediately after the consummation of the Merger.