Surviving Entity definition

Surviving Entity has the meaning set forth in Section 2.1.

Surviving Entity has the meaning provided in Section 5.01.

Surviving Entity means the surviving entity in a merger or consolidation or any entity that controls, directly or indirectly, such surviving entity.

Examples of Surviving Entity in a sentence

• At the Effective Time, the Articles of Organization and Bylaws of Buyer as in effect immediately prior to the Effective Time shall be the Articles of Organization and Bylaws of the Surviving Entity until thereafter amended in accordance with applicable Law.

• Prior to the Closing Date, Company shall cooperate with Buyer and use commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of Nasdaq to enable the de-listing by the Surviving Entity of the Company Common Stock from Nasdaq and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

• Subject to Section 5.23(a) of this Agreement, at the Effective Time, the directors and officers of Xxxxx as of immediately prior to the Effective Time shall, at and after the Effective Time, be the directors and officers, respectively, of the Surviving Entity, and each such individual shall hold office until his or her successor is elected and qualified or otherwise in accordance with the Articles of Organization and Bylaws of the Surviving Entity.

• Any shareholders of Company who have not complied with Section 2.04(b) of this Agreement shall thereafter look only to the Surviving Entity for the Merger Consideration deliverable in respect of each share of Company Common Stock the shareholder holds as determined pursuant to this Agreement, in each case without any interest.

More Definitions of Surviving Entity

Surviving Entity has the meaning set forth in Section 5.01.

Surviving Entity means the Company if immediately following any merger, consolidation or similar transaction, the holders of outstanding voting securities of the Company immediately prior to the merger or consolidation own equity securities possessing more than 50% of the voting power of the corporation existing following the merger, consolidation or similar transaction. In all other cases, the other entity to the transaction and not the Company shall be the Surviving Entity. In making the determination of ownership by the stockholders of an entity immediately after the merger, consolidation or similar transaction, equity securities which the stockholders owned immediately before the merger, consolidation or similar transaction as stockholders of another party to the transaction shall be disregarded. Further, outstanding voting securities of an entity shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote.

Surviving Entity means the entity that continues in existence after or is created by a merger.

Surviving Entity has the meaning set forth in Section 5.1(a)(i).

Surviving Entity. As defined in Section 6.02(b).

Surviving Entity has the meaning set forth in the Recitals.

Surviving Entity shall have the meaning set forth in Section 1.01.