US Merger Sub definition
Examples of US Merger Sub in a sentence
Tribute, Parent, Ltd2, US Merger Sub and Can Merger Sub and the Company have caused this Amendment No. 1 to Agreement and Plan of Merger to be executed as of the date first written above by their respective officers thereunto duly authorized.
Subject to applicable Law, as of the FMCTI Effective Time, the directors of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be the directors of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the FMCTI Merger Surviving Corporation.
As of the FMCTI Effective Time, the officers of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be the officers of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the FMCTI Merger Surviving Corporation.
As of the date hereof, other than US Merger Sub and Non-US Merger Sub, the Issuer has no subsidiaries, and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated.
All of the issued and outstanding shares of U.S. Merger Sub Common Stock are, as of the date of this Agreement, and as of immediately prior to the U.S. Merger Effective Time will be, owned directly by PubCo. U.S. Merger Sub does not hold any shares of its capital stock in its treasury.
The Parent, US Merger Sub and Can Merger Sub Boards of Directors have unanimously determined that the Merger and the Arrangement are in the best interests of Parent, US Merger Sub and Can Merger Sub, respectively, and have unanimously approved the execution and delivery of this Agreement and the entering into of the transactions contemplated by this Agreement.
None of Schlumberger US, Merger Sub, Schlumberger, Cameron, the Surviving Entity, any affiliate of any of the foregoing or the Exchange Agent shall be liable to any person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Entity pursuant to any applicable abandoned property, escheat or similar law.
All of the issued and outstanding ordinary shares of US Merger Sub have been duly authorized and validly issued and are fully paid and non-assessable.
Eagle U.S. Sub, Inc., a Delaware corporation (“Eagle U.S. Sub”), Eagle U.S. Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Eagle U.S. Sub (“Merger Sub”), and the Company have entered into an Agreement and Plan of Merger, dated as of February 15, 2012 (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, and the Company will become a wholly owned subsidiary of Eagle U.S. Sub (the “Merger”).
The only vote of Parent, US Merger Sub and Can Merger Sub required to adopt this Agreement and approve the Merger and the Arrangement is the approval of the Boards of Directors of Parent, US Merger Sub and Can Merger Sub, respectively.