Surviving Holding Company definition

Surviving Holding Company has the meaning given to it in Section 2.1.
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Surviving Holding Company has the meaning given to it in Section 2.1(a). -------------- "Tax" or "Taxes" means any and all taxes, charges, fees, levies or other assessments (whether federal, state, local or foreign), including without limitation income, gross receipts, excise, property, estate, sales, use, value added, transfer, license, payroll, franchise, ad valorem, withholding, Social Security and unemployment taxes, as well as any interest, penalties and other additions to such taxes, charges, fees, levies or other assessments.
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Surviving Holding Company has the meaning set forth in the recitals to this Agreement.
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Examples of Surviving Holding Company in a sentence

  • The bylaws of the Buyer in effect at such Effective Time shall be the bylaws of the Surviving Holding Company until further amended in accordance with applicable Law.

  • The articles of incorporation of the Buyer in effect at the Effective Time (as defined below) of the Merger shall be the articles of incorporation of the Surviving Holding Company until further amended in accordance with applicable Law.

  • If, after such Effective Time, certificates representing Company Shares are presented to the Surviving Holding Company, they shall be canceled, and exchanged and converted into the Merger Consideration as provided for herein.

  • Cosgrove effective as of the Effective Time pursuant to which Xx. Xxxxxxxx will provide consulting services to the Surviving Holding Company and/or the Surviving Bank for a period of not less than two (2) years following the Effective Time.

  • If, after the Effective Time, certificates representing Company Shares are presented to the Surviving Holding Company, they shall be canceled, and exchanged and converted into the Merger Consideration as provided for herein.

  • The bylaws of the Buyer in effect at such Effective Time shall be the bylaws of the Surviving Holding Company until further amended in accordance with applicable law.

  • The articles of incorporation of the Buyer in effect at the Effective Time (as defined below) of the Holding Company Merger shall be the articles of incorporation of the Surviving Holding Company until further amended in accordance with applicable law.

  • Subject to Section 6.2(b), from and after the Effective Time of the Merger, until successors or additional directors are duly elected or appointed in accordance with applicable law, (i) the directors of the Buyer at such Effective Time shall be the directors of the Surviving Holding Company, and (ii) the officers of the Buyer at such Effective Time shall be the officers of the Surviving Holding Company.

  • On the terms and subject to the conditions of this Agreement, the Plan of Merger in respect of the Merger, which shall be substantially in the form attached hereto as EXHIBIT A, and North Carolina Law and Virginia Law, the Company shall merge into the Buyer, the separate existence of the Company shall cease, and the Buyer shall be the surviving corporation (the "Surviving Holding Company") and shall continue its corporate existence under the laws of the State of North Carolina .

  • If, after the Effective Time, certificates representing Company Shares are presented to the Surviving Holding Company, they shall be canceled, and exchanged for the Merger Consideration as provided for herein.

Related to Surviving Holding Company

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

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • Bank Holding Company means a company registered as such with the Board of Governors of the Federal Reserve System pursuant to 12 U.S.C. §1842 and the regulations of the Board of Governors of the Federal Reserve System thereunder.

  • CFC Holding Company means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs.

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

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

  • Foreign Holding Company means any Subsidiary all or substantially all of the assets of which are comprised of Equity Interests in one or more Foreign Subsidiaries or CFC Debt.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).

  • Qualified CFC Holding Company means a person (a) that is a Wholly Owned Subsidiary of a Domestic Loan Party and (b) who has no material assets other than Equity Interests in Foreign Subsidiaries that are CFCs or other Qualified CFC Holding Companies.

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

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Foreign Subsidiary Holding Company means any Subsidiary of the Company which is organized under the laws of the United States of America or any State thereof or the District of Columbia, substantially all of the assets of which consist of the Capital Stock or Indebtedness of one or more Foreign Subsidiaries (or Restricted Subsidiaries thereof) and other assets relating to an ownership interest in such Capital Stock or Indebtedness.

  • Surviving Bank has the meaning set forth in Section 1.03.

  • Intermediate Holding Company means any wholly-owned Subsidiary of Holdings that directly or indirectly through another Intermediate Holding Company, owns 100% of the issued and outstanding Equity Interests of the Parent Borrower.

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

  • Subsidiary of the Company or “Subsidiary” means a corporation, a majority of the outstanding voting shares of which is owned, directly or indirectly, by the Company or by one or more subsidiaries of the Company and, as used in this definition, “voting shares” means shares of a class or classes ordinarily entitled to vote for the election of the majority of the directors of a corporation irrespective of whether or not shares of any other class or classes shall have or might have the right to vote for directors by reason of the happening of any contingency;

  • Insurance holding company system means a group of two or more affiliated persons, at least one of whom is an insurer.

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

  • Parent Company means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

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

  • Bank Holding Company Act means the Bank Holding Company Act of 1956, as amended.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.