ILTS definition
Examples of ILTS in a sentence
Nabron shall pay or reimburse ILTS for all Taxes due and payable with respect to such income Tax Returns attributable to all Tax Periods (or portions thereof) ending on the Closing Date.
The appointment of the Sellers’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Sellers’ Representative pursuant to the authority granted in this Section 11.1 shall be effective and absolutely binding on each Seller and ILTS notwithstanding any contrary action of or direction from such Seller or ILTS, except for actions or omissions of the Sellers’ Representative constituting willful misconduct or gross negligence.
ILTS Delaware is a corporation duly organized and existing under the laws of the State of Delaware authorized to issue up to 70,000,000 shares of common stock, par value $0.01 per share (the “DE Common Stock”), of which 10 shares are issued and outstanding on the date hereof, all of which are held by ILTS California.
The Sellers, the Company, ILTS, Merger Sub and Holdings each acknowledge Buyer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving Buyer and one or more businesses or assets (a “Business Combination”).
The death or incapacity, or dissolution or other termination of existence, of any Seller or ILTS shall not terminate the authority and agency of the Sellers’ Representative.
The Certificate of Incorporation of ILTS Delaware as in effect immediately prior to the Effective Date of the Merger shall continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.
The closing of the Transaction shall be effected by facsimile or other electronic exchange of documentation, and shall take place at 1:00 p.m. at the offices of ▇▇▇▇▇▇ Price, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on the date hereof.
The directors and officers of ILTS California immediately prior to the Effective Date of the Merger shall be the directors and officers of the Surviving Corporation until their successors shall have been duly elected and qualified or until as otherwise provided by law or the Certificate of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.
The Sellers, the Company, ILTS, Merger Sub and Holdings each further acknowledge that Buyer’s sole assets consist of the cash proceeds of Buyer’s initial public offering and private placements of its securities, in each case, consummated on November 23, 2010, and that substantially all of those proceeds have been deposited in the Trust Account for the benefit of Buyer, certain of its public stockholders and the underwriters of the IPO.
Each Seller, ILTS, the Company and its Subsidiaries and Holdings and Buyer will bear his, her, or its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement if this Agreement is terminated prior to the Closing.