Surviving Corporation definition
Examples of Surviving Corporation in a sentence
Each of the Company, Parent, Merger Sub, the Surviving Corporation, the Paying Agent (as applicable), and their respective Affiliates and agents, shall be entitled to deduct or withhold such amounts as required under applicable Law from the amounts payable under this Agreement in accordance with the Code and any other applicable Law.
References in this Section 7.8 to “Merger Sub” shall also include the Surviving Corporation following the Effective Time.
If after the Effective Time, a valid certificate previously representing any Company Shares outstanding immediately prior to the Effective Time is presented to the Paying Agent, to the Surviving Corporation or to Parent, such Company Share Certificate shall be cancelled and shall be exchanged as provided in this Article I.
If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take and shall take such action.
Any payments made in respect of each Option Restricted Cash Award will be paid through the payroll of the Surviving Corporation promptly, and in any event no later than the first regularly scheduled payroll date occurring on or after the thirtieth (30th) calendar day following the date on which the Option Restricted Cash Award (or portion thereof) vests.