APP Merger definition

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.

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. 2.2 Amended Definitions. Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the definition of “EBITDA” in its entirety and substituting therefor the following:

Examples of APP Merger in a sentence

• FHC Wisconsin has incorporated APP Merger Sub under the laws of the State of Delaware.

• At or prior to the Closing, APP’s 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.

• 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.

• 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.

• Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, APP Merger Sub shall be merged with and into APP at the APP Effective Time.

• We apply the testing procedure developed by Andrews (1993), which treats the break dates as unknown.

• Without limiting the generality of the foregoing, and subject thereto, upon the consummation of the APP Merger, all the property, rights, privileges, immunities, powers, and franchises of APP Merger Sub and APP shall vest in the APP Surviving Corporation, and all debts, liabilities, and duties of APP Merger Sub and APP shall become the debts, liabilities, and duties of the APP Surviving Corporation.

• Prior to the APP Effective Time, APP and FHC Wisconsin shall mutually designate a bank, trust company or nationally recognized stockholder services provider (the “Exchange Agent”) for the purpose of exchanging, in accordance with this Article III, APP Certificates for the APP Merger Consideration.

• The parties shall report the APP Merger in a manner consistent with such qualification.

• The contracting parties will then negotiate and agree on the Public-Private Partnership Agreement.