ARMOUR definition
Examples of ARMOUR in a sentence
Buyer, ARMOUR and the Insiders agree, jointly and severally, to pay any and all costs, fees and expenses (including counsel fees and expenses) incurred by Seller in enforcing its rights under this Section 8(a).
Seller hereby acknowledges that by virtue of the sale hereunder and receipt of payment by Seller of the Aggregate Purchase Price, Seller will not become a stockholder of ARMOUR.
In addition, the waiver of claims against the Trust Account agreed to by Buyer and ARMOUR in the Merger Agreements shall remain in full force and effect.
Buyer has entered into that certain Agreement and Plan of Merger, dated July 29, 2009, among Enterprise, ARMOUR, and ARMOUR Merger Sub Corp., a Delaware corporation (“Merger Sub Corp.”) and a wholly-owned subsidiary of ARMOUR (the “Merger Agreement”), pursuant to which (i) Merger Sub Corp.
Although Seller will be a stockholder of record immediately prior to the Merger, Seller hereby acknowledges that Seller irrevocably waives any right, title or interest it may have in receiving any such ARMOUR common stock distributed pursuant to the Exchange.
In connection with the Merger, Enterprise’s stockholders of record are entitled to receive one share of ARMOUR common stock for each share of Enterprise common stock owned immediately prior to the consummation of the Merger (the “Exchange”).
Seller hereby acknowledges that by virtue of the sale hereunder, Seller will not become a stockholder of ARMOUR, and the Shares shall automatically be cancelled and shall cease to exist and shall represent only the right to receive the Aggregate Purchase Price there for in accordance with the terms of this Agreement.
Seller has had access to all of the filings made by Enterprise and ARMOUR with the SEC, pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933 in each case to the extent available publicly via the SEC’s Electronic Data Gathering, Analysis and Retrieval system.
Although Seller will be a stockholder of record immediately prior to the Merger, Seller hereby acknowledges that Seller irrevocably waives any right, title or interest it may have in receiving any such ARMOUR Common Stock distributed pursuant to the Exchange.
Upon consummation of the Merger, Enterprise's outstanding common stock will be converted into like securities of ARMOUR (the "ARMOUR Common Stock"), on a one-to-one basis.