Surviving Entity Certificate definition

Surviving Entity Certificate shall have the meaning ascribed thereto in Section 1.4 hereof.
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Examples of Surviving Entity Certificate in a sentence

  • From and after the Effective Time, the officers of Merger Sub at the Effective Time shall be the officers of the Surviving Entity, until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Entity Certificate and the Surviving Entity LLC Agreement.

  • Unless otherwise directed by Parent, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Entity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and the Surviving Entity Bylaws until such director’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

  • Unless otherwise directed by Parent, the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Entity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and the Surviving Entity Bylaws until such officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

  • If the Certificates are held in more than one name or are not in the name of the actual owner, consult the enclosed publication titled “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.” Exhibit D - Form of Surviving Entity Certificate of Incorporation FORM OF CERTIFICATE OF INCORPORATION FIRST: The name of the corporation (hereinafter called the “Corporation”) is Headstrong Corporation.

  • The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Entity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and the Surviving Entity Bylaws until such officer’s successor is duly elected or appointed and qualified.

  • The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Entity, each to hold office in accordance with the Surviving Entity Certificate of Limited Partnership and the Surviving Entity LP Agreement until such officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

  • At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one Common Share (as such term is defined in the Surviving Entity Certificate of Incorporation) of the Surviving Entity.

  • The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Entity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and the Surviving Entity Bylaws until such officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

  • If the Second Merger occurs as provided in Section 1.05, effective as of the effective time of the Second Merger: (i) the certificate of incorporation of the Surviving Entity shall be amended and restated in its entirety to be in the form of the Surviving Entity Certificate, and (ii) the bylaws of the Surviving Entity shall be amended and restated in their entirety to be in the form of the Surviving Entity Bylaws.

  • At the Effective Time, the Limited Liability Company Agreement of the LLC as in effect at the Effective Time shall be the limited liability company agreement of the Surviving Entity (the “Surviving Entity LLC Agreement”) until thereafter amended in accordance with applicable law and the Surviving Entity Certificate.

Related to Surviving Entity Certificate

  • Capital Security Certificate means a definitive Certificate in fully registered form representing a Capital Security substantially in the form of Exhibit A-1.

  • Preferred Security Certificate means a certificate representing a Preferred Security substantially in the form of Exhibit A-1.

  • Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.

  • Common Security Certificate means a definitive certificate in fully registered form representing a Common Security substantially in the form of Exhibit A-2.

  • Eligibility Certificate is defined in Section 4.8(b).

  • Class K Certificate means any of the Certificates with a "Class K" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Security Certificate Has the meaning given such term in Section 8-102(a)(16) of the New York UCC.

  • Stock Certificate With respect to a Cooperative Loan, a certificate evidencing ownership of the Cooperative Shares issued by the Cooperative.

  • Company Stock Certificate shall have the meaning set forth in Section 1.6.

  • Class B-6 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto. Class B-6 Certificateholder: The registered holder of a Class B-6 Certificate.

  • Class N Certificate means any of the Certificates with a "Class N" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • -ENTRY CERTIFICATES Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a person maintaining an account with the Depository (directly, as a "Depository Participant", or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 7.06). As of the Closing Date, each Class of Regular Certificates constitutes a Class of Book-Entry Certificates.

  • Class J Certificate means any one of the Certificates with a "Class J" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Availability Certificate means a certificate substantially in the form of Annex 3 hereto, appropriately completed and duly signed by your Authorized Officer.

  • Class SB Certificate Any one of the Certificates designated as a Class SB Certificate. Class X Certificate: Any one of the Certificates designated as a Class X Certificate.

  • Class H Certificate means any of the Certificates with a "Class H" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Stock Certificates has the meaning set forth in Section 2.2(a)(ii).

  • Class A-8 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.

  • Book-Entry Certificate Any Certificate registered in the name of the Depository or its nominee.

  • Book-Entry Certificates As specified in the Preliminary Statement.

  • Class A-SB Certificate Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

  • Non-Book-Entry Certificate Any Certificate other than a Book-Entry Certificate.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Class L Certificate means any of the Certificates with a "Class L" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).