Subsequent Merger Sample Clauses
A Subsequent Merger clause outlines the rights and obligations of the parties in the event that one of them merges with or is acquired by another entity after the agreement is signed. Typically, this clause specifies whether the agreement will remain in effect, be assigned to the new entity, or be subject to renegotiation following such a corporate change. For example, if a company that is party to a contract is later acquired, the clause determines if the acquiring company must honor the existing agreement. The core function of this clause is to provide certainty and continuity for contractual obligations despite changes in corporate structure, thereby preventing disputes or confusion about the enforceability of the agreement after a merger or acquisition.
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Subsequent Merger. In the event that following the consummation of the Initial Merger this Agreement shall have been terminated in accordance with Section 10.1 (other than Section 10.1(d) or Section 10.1(g)), then immediately prior to such termination: (i) Merger Sub 1 shall merge with and into PubCo, with PubCo continuing as the surviving company (the “Subsequent Survivor”) in such merger (the “Subsequent Merger”), and such actions shall occur automatically without the need for action by any party hereto; (ii) the memorandum and articles of association of the Subsequent Survivor shall be amended and restated in its entirety to read in the form of the SPAC Charter; (iii) (x) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class A Ordinary Share shall be converted into the right to receive a Class A ordinary share of the Subsequent Survivor and (y) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of the Subsequent Survivor; (iv) the directors of the Subsequent Survivor shall be the persons who were directors of SPAC immediately prior to the Initial Merger Effective Time; (v) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Time) was exercisable for the right to receive a SPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of the Subsequent Survivor; and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of the Subsequent Merger consistent with the foregoing. On or prior to the date of this Agreement, the board of directors and the sole shareholder of PubCo, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that the Company shall have no obligation, liability or responsibility with respect to any of the matters covered by this Section 2.2(f).
Subsequent Merger. At the Second Effective Time, each share of common stock, par value $0.01 per share, of the Initial Surviving Company issued and outstanding immediately prior to the Second Effective Time shall be cancelled and shall cease to exist and no consideration shall be paid or payable in respect thereof, and each limited liability company interest of Merger LLC shall be unaffected by the Subsequent Merger and shall remain outstanding as a limited liability company interest of the Final Surviving Entity.
Subsequent Merger. (a) Immediately after the Effective Time, the Surviving Corporation shall merge with and into Merger LLC, the separate corporate existence of the Surviving Corporation shall thereupon cease, Merger LLC shall continue as the surviving entity (the “Surviving Company”) and all of the rights and obligations of the Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Company. The effects of the Subsequent Merger shall be as provided in this Agreement and the applicable provisions of the LLC Act. Immediately following the completion of the Subsequent Merger, the Articles of Organization and Operating Agreement of the Surviving Company shall be as mutually agreed by Parent and the Company prior to filing the Joint Proxy Statement with the SEC.
(b) The Merger and Subsequent Merger, taken together as a single integrated transaction for U.S. federal income tax purposes, and along with the other transactions effected pursuant to this Agreement, are intended to be treated for U.S. federal income tax purposes as a “reorganization” under Section 368(a) of the Code (to which each of Parent and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Parent, with the Company Common Stock converted in such merger into the right to receive the consideration provided for hereunder. This Agreement shall constitute a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a).
(c) Each of the Parties hereto shall, and shall cause its affiliates to, treat the Merger and Subsequent Merger for all Tax purposes consistent with Section 1.3(b) unless required to do otherwise by applicable Law.
Subsequent Merger. As soon as practicable following the Effective Time, ▇▇▇▇▇▇▇▇▇▇ shall, and it shall cause VFSC (as the Surviving Corporation in the Merger) to, effect the Subsequent Merger by executing and filing (i) articles of merger with the Secretary of State of the State of Vermont pursuant to the VBCA and (ii) a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL. The Subsequent Merger shall become effective at the time (the "Subsequent Effective Time") specified in both (i) the articles of merger filed with the Secretary of State of the State of Vermont pursuant to Section 11.05 of the VBCA and (ii) the certificate of merger filed with the Secretary of State of the State of Delaware pursuant to Section 252 of the DGCL. As a result of the Subsequent Merger, the separate corporate existence of VFSC shall cease and Chittenden shall be the surviving corporation and continue its corporate existence under the laws of the State of Vermont. The Subsequent Merger shall have the effects prescribed in Section 11.06 of the VBCA and Sections 259 and 261 of the DGCL.
Subsequent Merger. In the event that the Requisite Consents are obtained following commencement of the Exchange Offer, Acquiror will continue with the Exchange Offer pursuant to this Section and promptly following consummation of the Exchange Offer Acquiror will cause the Merger to occur, with the Exchange Ratio equal to the exchange ratio applicable to the Exchange Offer. Acquiror will make all requisite filings in connection with the Merger, including the preparation and distribution of a registration statement and any required information statement. If the Requisite Consents are obtained after the Solicitation Termination Date but prior to the time the Exchange Offer is commenced, Acquiror shall either proceed as set forth in this paragraph or abandon the Exchange Offer and (by written notice to the Company) restore the obligations of the parties with respect to the Merger, fully as though the Requisite Consents had been obtained prior to commencement of the Exchange Offer.
Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation to merge with and into a newly created direct, wholly owned subsidiary of Parent (the “Sister Subsidiary”) and the separate corporate existence of the Surviving Corporation shall thereupon cease (the “Subsequent Merger”) if, prior to the Effective Time: (i) the Company shall have received the opinion of Sidley A▇▇▇▇▇ ▇▇▇▇▇ & W▇▇▇, special counsel to the Company, dated as of the Closing Date, to the effect that the Merger and the Subsequent Merger, taken together, will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), that each of Parent, Sister Subsidiary and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code, and that a conversion of Shares into the Consideration provided for hereunder (other than solely for the Per Share Cash Consideration) will be an exchange governed by Section 354 (and if applicable Section 356) of the Code to which Section 367(a)(1) of the Code does not apply and (ii) Parent shall have received the opinion of S▇▇▇▇▇▇▇ & C▇▇▇▇▇▇▇, special counsel to Parent, dated as of the Closing Date, to the effect that the Merger and the Subsequent Merger, taken together, will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, that each of Parent, Sister Subsidiary and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code, and that a conversion of Shares into the Consideration provided for hereunder (other than solely for the Per Share Cash Consideration) will be an exchange governed by Section 354 (and if applicable Section 356) of the Code to which Section 367(a)(1) of the Code does not apply. Such opinions of counsel may be based on customary assumptions and representations, including representations of the Company and Parent. Each of the Company and Parent shall request its respective counsel to render opinions to the effect described above. In the event either party’s counsel is unable to render opinions to the effect described above, such counsel shall (at the request of the other party) provide a written explanation of the substantive reason or reasons causing such counsel to be unable to do so. To the extent either of such opini...
Subsequent Merger. 9 4.2 Charter........................................................ 9 4.3 Bylaws......................................................... 9 4.4
Subsequent Merger. Subject to all applicable federal and state laws (including, without limitation, federal and state securities laws), as promptly as reasonably possible following the Closing, Parent and Acquisition Sub shall cause the Company to be merged with and into Acquisition Sub pursuant to an Agreement and Plan of Merger substantially in the form attached hereto as Exhibit C (the "Merger Agreement"), with Acquisition Sub surviving and each stockholder, warrant holder, and option holder of the Company at the time of such merger (other than the Acquisition Sub) receiving the Merger Consideration (as defined in the Merger Agreement) set forth in the Merger Agreement. In the event the merger does not occur, Parent and Acquisition Sub agree the outstanding stock of the Company will be acquired (directly or indirectly) by them (if at all) in a manner that does not cause the acquisition of the Shares under this Agreement to be a taxable transaction.
Subsequent Merger. (a) Immediately after the Effective Time, Regis will cause the Surviving Corporation to merge with and into Subco and the separate corporate existence of the Surviving Corporation shall thereupon cease and Subco shall be the surviving entity (the “Surviving Entity”) in the Subsequent Merger.
(b) At the effective time of the Subsequent Merger, the common stock of the Surviving Corporation shall automatically be converted into a $100 fixed value membership interest in the Surviving Entity.
(c) With respect to any time following the Subsequent Merger, references herein to the Surviving Corporation shall refer to the Surviving Entity.
Subsequent Merger. As soon as practicable after the Closing, upon the filing of a certificate of merger as provided in Section 1702.43 of the OGCL and pursuant to resolutions of the boards of directors of the Purchaser and the Company, the Purchaser will be merged with and into the Company, the separate organizational existence of the Purchaser will cease and the Company will continue as the surviving corporation and as a wholly-owned Subsidiary of Holdings.