VER MergerCo and Reorganized HoldCo shall file a certificate of merger with the Secretary of State of Delaware pursuant to which VER MergerCo shall be merged with and into Reorganized HoldCo, and Reorganized HoldCo shall survive the Merger and become a wholly owned subsidiary of PRG II.
First Merger has the meaning set forth in the Recitals.
MergerCo has the meaning set forth in the Preamble.
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Sub 2 has the meaning set forth in the Preamble.
Second Merger has the meaning set forth in the Recitals.
Company Merger has the meaning specified in the Recitals hereto.
MergerSub means Actavis W.C. Holding 2 LLC, a company organized in Nevada.
Merger Sub I has the meaning set forth in the Preamble.
Merger Sub II has the meaning set forth in the Preamble.
Merger Sub has the meaning set forth in the Preamble.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Merger Sub Board means the board of directors of Merger Sub.
Merger Subsidiary has the meaning set forth in the preamble to this Agreement.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Merger Closing means the “Closing” as defined in the Merger Agreement.
Effective Time has the meaning set forth in Section 2.2.
Bank Merger has the meaning set forth in Section 1.03.
Acquisition Sub shall have the meaning set forth in the Preamble.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Certificate of Merger has the meaning set forth in Section 2.2.
Merger Transactions means, collectively, the transactions contemplated by this Agreement, including the Merger, but excluding, in any event, the Equity Financing.
Plan of Merger has the meaning given to such term in Section 2.2.
Merger Effective Time has the meaning set forth in Section 2.2.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Merger Subs has the meaning set forth in the Preamble.