APP Merger means that certain merger transaction in which Blue Hen Acquisition, Inc. merged with and into Aspen Park Pharmaceuticals, Inc. pursuant to that certain Amended and Restated Agreement and Plan of Merger dated as of October 31, 2016 by and among The Female Health Company, Blue Hen Acquisition, Inc. and Aspen Park Pharmaceuticals, Inc.
Examples of APP Merger in a sentence
APP covenants that the allocation of the APP Merger Consideration set forth in the Allocation Certificate shall be calculated in accordance with all applicable terms of the Organizational Documents of APP.
FHC Wisconsin has incorporated APP Merger Sub under the laws of the State of Delaware.
FHC Wisconsin has received the opinion of Torreya Partners LLC, a division of Financial West Investment Group (the FHC Wisconsin Financial Advisor), to the effect that, as of the date of such opinion and subject to the assumptions, limitations, qualifications and other matters set forth in such opinion, the APP Merger Consideration pursuant to this Agreement is fair from a financial point of view to FHC Wisconsin.
None of APP, FHC Wisconsin, FHC Delaware Sub, APP Merger Sub, the APP Surviving Corporation, FHC Delaware, the Exchange Agent or the Escrow Agent shall be liable to any Person in respect of any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
At or prior to the Closing, APPs Chief Executive Officer shall execute and deliver a certificate (the Allocation Certificate) certifying as of the APP Effective Time, as to (a) the identity and address of each record holder of shares of each class and series of capital stock of APP and the number of shares of each such class and series held by such holder, and (b) the amount of APP Merger Consideration, as applicable, payable to each such holder.