Examples of Company Mergers in a sentence
The Company shall cause a meet- ing of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) for the purpose of voting on the approval and adoption of this Agreement and the Company Mergers.
Without limiting the gen- erality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Company Mergers shall be submitted to the Company’s stockholders at the Company Stockholder Meeting whether or not (x) the Company’s Board of Directors shall have effected a Company Adverse Recommendation Change or (y) any Company Acquisition Pro- posal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors.
Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Company Mergers) shall be the only matter (other than matters of proce- dure and matters required by Applicable Law to be voted on by the Company’s stockholders in connection with the approval of this Agreement and the transactions contemplated hereby) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholder Meeting.
Bright House Partnership Agreement 6.06 Burdensome Condition 8.01(e) Certificates 2.03(a)(ii) Closing 2.01(b) Company Preamble Company Adjusted Option 2.04(a) Company Adjusted RSU 2.04(b) Company Board Recommendation 4.02(b) Company Certificate of Merger 2.01(c) Company Certificates 2.03(a)(ii) Company International Plan 4.17(i) Company Investment 4.06(c) Company Material Contract 4.19(a)(ix) Company Merger Consideration 2.02(a)(i) Company Mergers 2.01(a)(iii) Company Option A Cash Consideration.
At the Closing, 100% of the issued and outstanding LLC Interests (except as provided in Schedule A) will be conveyed by the Seller Entities to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) pursuant to the LLC Assignments or the Acquired Company Mergers, as applicable, free and clear of all Liens (other than Liens securing Assumed Liabilities and restrictions imposed by applicable securities laws).
The obligations of Seller to sell the LLC Interests (or effect the Acquired Company Mergers) and the Acquired Assets and to take the other actions required to be taken by Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Seller, in whole or in part).
The Company Mergers shall have the effects set forth herein and in the applicable provisions of the FRLLCA.
Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement or ancillary to the Arrangement.
Buyer (and any of its permitted assignees as set forth in Section 11.8) is acquiring the LLC Interests (or effecting the Acquired Company Mergers) and the Acquired Assets not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.
In order to consummate the Arrangement and effect the Combination, the Agreement contemplates that, among other things, the Companies will effectuate the Company Mergers and that in connection with and as a result of the Company Mergers, each of AME, POR and RVC will continue in existence under the FRLLCA as the surviving entities.