Surviving Subsidiary definition

Surviving Subsidiary has the meaning specified in Section 9.08(b).
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Surviving Subsidiary is defined in Section 10.4(d).
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Surviving Subsidiary has the meaning set forth in Section 2.01(a).
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Examples of Surviving Subsidiary in a sentence

  • Each stock certificate evidencing ownership of any shares of Acquisition Sub Stock shall, at the Effective Time, evidence ownership of such shares of capital stock of the Surviving Subsidiary.

  • At the Effective Time, each share of common stock of Acquisition Sub (“Acquisition Sub Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid, nonassessable share of common stock of the Surviving Subsidiary.

  • If at any time after the Effective Time, Canna Delaware or the Surviving Subsidiary reasonably determines that any deeds, assignments, or instruments, or conformations of transfer are necessary or desirable to carry out the purposes of this Agreement, the officers and directors of Canna Delaware and the Surviving Subsidiary are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary or desirable actions.

  • The Articles of Incorporation and the Bylaws of Acquiror and Acquiror Sub shall be the Articles of Incorporation and the Bylaws of the Surviving Corporation and the Surviving Subsidiary Corporation, respectively, until thereafter changed or amended as provided therein or by applicable law.

  • At the Effective Time, each share of common stock of Purchaser Merger Sub outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of common stock of Purchaser Surviving Subsidiary, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of Purchaser Surviving Subsidiary.

  • No Parent Party nor the Company Surviving Subsidiary shall settle, compromise or consent to the entry of judgment in any action, proceeding or investigation or threatened action, proceeding or investigation without the written consent of such Indemnified Person.

  • As of the Effective Time, each Company Shareholder shall cease to have any other rights in and to the Company or the Company Surviving Subsidiary.

  • The Company, as the surviving company following the Company Merger, is hereinafter sometimes referred to as the “Company Surviving Subsidiary” (provided, that references to the Company for periods after the Effective Time shall include the Company Surviving Subsidiary), and together with the SPAC Surviving Subsidiary, the “Surviving Subsidiaries”.

  • At the Effective Time, all membership interests of Company Merger Sub outstanding immediately prior to the Effective Time shall be converted into an equal amount of membership interests of Company Surviving Subsidiary, with the same rights, powers and privileges as the membership interests so converted and shall constitute the only membership interests in Company Surviving Subsidiary.

  • SPAC, as the surviving company following the SPAC Merger, is hereinafter sometimes referred to as the “SPAC Surviving Subsidiary” (provided, that references to SPAC for periods after the Effective Time shall include the SPAC Surviving Subsidiary).


More Definitions of Surviving Subsidiary

Surviving Subsidiary means CharterBank, pursuant to Section 1.3, as the surviving bank resulting from the Bank Merger.
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Surviving Subsidiary and “Surviving Subsidiaries” has the meaning set forth in Section 1.1(c).
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Surviving Subsidiary means Bank First National, pursuant to Section 1.3, as the surviving bank resulting from the Bank Merger.
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Surviving Subsidiary means CTC Massachusetts from and after the Effective Time.
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Surviving Subsidiary means USB Bank as the surviving institution in the Subsidiary Merger.
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Related to Surviving Subsidiary

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

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

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

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • Subsidiary means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

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

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

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

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

  • Subsidiary of the Company means any foreign or U.S. domestic corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

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

  • Parent Subsidiary means any Subsidiary of Parent.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • Financing Subsidiary means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.

  • Wholly Owned Subsidiary Guarantor any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • Participating Subsidiary means a Subsidiary which has been designated by the Administrator as covered by the Plan.

  • MergerSub has the meaning set forth in the Preamble.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Wholly Owned Subsidiary of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

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

  • Surviving Person means, with respect to any Person involved in or that makes any Disposition, the Person formed by or surviving such Disposition or the Person to which such Disposition is made.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.