Examples of Emerald Merger in a sentence
Assuming the receipt of the proceeds of the Standalone Drug Sale, and the consummation of the transactions contemplated by the Separation Agreement, Parent and Acquisition Sub will have at and after the Closing funds sufficient to consummate the Emerald Merger on the terms and conditions set forth in this Agreement.
As a result of the Emerald Merger, the separate corporate existence of Acquisition Sub shall cease and New Diamond shall continue as the surviving corporation in the Emerald Merger (the “Surviving Corporation”) and as a wholly owned subsidiary of Parent.
At and as of the Effective Time, each share of the common stock of Emerald Merger Sub shall be converted into one share of common stock of the Surviving Corporation.
The information concerning Emerald and Emerald Merger Sub set forth in this Agreement and in the Emerald Schedules is complete and accurate in all material respects and does not contain any untrue statement of material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.
Moreover, in the event of the termination of this Agreement, American Polymer, Emerald Merger Sub and Emerald agree that it will not disclose, utilize or exploit to its advantage any information obtained from the other pursuant to its examinations under this Agreement, unless necessary to comply with applicable law or to enforce its rights hereunder.
Emerald Merger Sub will be formed for the sole purpose of effecting the Merger and will have no material assets or liabilities.
Emerald has no employees and Emerald Merger Sub will have no employees.
Emerald Merger Sub will be formed prior to the Effective Time for the sole purpose of effecting the Merger.
Emerald and Emerald Merger Sub will be in good standing in their respective states of incorporation respectively at the Effective Time and each shall deliver a Certificate of Good Standing to American Polymer at the Effective Time.
Subject to the terms and conditions of this Agreement and the Utah Revised Business Corporation Act ("Utah Statute") and the Texas Business Corporation Act ("Texas Statute") at the Effective Time (as defined in Section 2.2 of this Agreement), Emerald Merger Sub will be merged with and into CGC (the "Merger") whereupon the separate existence of Emerald Merger Sub shall cease and CGC shall be the surviving corporation ("Surviving Corporation").