Surviving Entity definition

Surviving Entity has the meaning set forth in Section 2.1.
Surviving Entity has the meaning set forth in Section 5.01.
Surviving Entity means the surviving entity in a merger or consolidation or any entity that controls, directly or indirectly, such surviving entity.

Examples of Surviving Entity in a sentence

  • To the extent permitted by law, none of Acquisition LLC, the Company or the Surviving Entity or the General Partners shall be liable to any Partner (or holder or distributions with respect to the Fund Interests) for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws.

  • Any amounts remaining unclaimed by Partners two (2) years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become the property of any governmental entity) shall, to the extent permitted by law, become the property of the Surviving Entity free and clear of any claim or interest of any Person (as defined below) previously entitled thereto.

  • If the Surviving Entity does not assume, convert or replace this Award, the Restrictions shall lapse on the date of the Change in Control.

  • An agreement regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee.

  • Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company shall be vested in the Surviving Entity, and all debts, liabilities and duties of the Company shall become the debts, liabilities and duties of the Surviving Entity.


More Definitions of Surviving Entity

Surviving Entity means the Company if immediately following any merger, consolidation or similar transaction, the holders of outstanding voting securities of the Company immediately prior to the merger or consolidation own equity securities possessing more than 50% of the voting power of the corporation existing following the merger, consolidation or similar transaction. In all other cases, the other entity to the transaction and not the Company shall be the Surviving Entity. In making the determination of ownership by the stockholders of an entity immediately after the merger, consolidation or similar transaction, equity securities which the stockholders owned immediately before the merger, consolidation or similar transaction as stockholders of another party to the transaction shall be disregarded. Further, outstanding voting securities of an entity shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote.
Surviving Entity has the meaning provided in Section 5.01.
Surviving Entity means the entity that continues in existence after or is created by a merger.
Surviving Entity. As defined in Section 6.02(b).
Surviving Entity has the meaning set forth in the Recitals.
Surviving Entity has the meaning specified in Section 8.01(1)(y).
Surviving Entity shall have the meaning set forth in Section 1.01.
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