BRH Securities definition

BRH Securities means all membership interests in BRH and any other equity securities of BRH (including all outstanding unexpired and unexercised options, warrants or other rights to acquire or receive any membership or other equity interest of BRH, or profits interests, profit participation or other similar rights with respect thereto, whether vested or unvested, if any).
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Examples of BRH Securities in a sentence

  • The parties agree that any amounts released to Parent from the Escrow Fund pursuant to this ARTICLE 8 shall be treated as adjustments to the aggregate consideration paid or to be paid to Seller in connection with the Merger, BRH Securities Purchase and the RIM Securities Purchase for U.S. federal income tax purposes.

  • It is intended by the parties hereto that the RIM Securities Purchase, when viewed together with the BRH Securities Purchase, the Mergers and the Stock Sale, shall constitute a tax-free exchange under Section 351(a) of the Code.

  • It is intended by the parties hereto that the BRH Securities Purchase, when viewed together with the RIM Securities Purchase, the Mergers and the Stock Sale, shall constitute a tax-free exchange under Section 351(a) of the Code.

  • The approvals contemplated by Section 2.3(a) of the Seller Disclosure Schedule with respect to the BRH Securities Purchase shall have been obtained and all waiting periods contemplated thereby shall have expired.

  • No vote or other action of the stockholders of Parent is required by applicable law, the certificate of incorporation of Parent, the bylaws of Parent or otherwise in order for Parent, Merger Sub I and Merger Sub II to consummate the Mergers, the BRH Securities Purchase or the RIM Securities Purchase.

  • No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Mergers, the BRH Securities Purchase or the RIM Securities Purchase based upon arrangements made by or on behalf of Parent, Merger Sub I or Merger Sub II.

  • Seller shall deliver to Parent the original certificate(s) or other documents, if any, representing the BRH Securities.

  • On the terms and subject to the conditions of this Agreement, Parent agrees to purchase from Seller, and Seller agrees, as further consideration for Seller’s receipt of the Acquisition Consideration and the covenants and agreements herein, to sell, transfer, assign and deliver to Parent, the BRH Securities, free and clear of all Encumbrances.

  • No “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or regulation enacted under Law (“Takeover Statute”) is applicable to the Mergers, the RIM Securities Purchase or the BRH Securities Purchase or the other transactions contemplated hereby.