LJR definition
Examples of LJR in a sentence
There is no fact relating to LJR that LJR has not disclosed to Pubco that materially and adversely affects or, insofar as LJR can now foresee, will materially and adversely affect, the condition (financial or otherwise), properties, assets, liabilities, business operations or results of operations of LJR.
In issuing the Pubco D Preferred Shares and the Pubco C Preferred Share in the Merger to the LJR Stockholder, neither Pubco nor anyone acting on its behalf has offered to sell the Pubco D Preferred Shares and the Pubco C Preferred Share by any form of general solicitation or advertising.
No legal proceeding arising under or pursuant to Environmental Laws is pending, or to the knowledge of LJR, threatened, against LJR.
The LJR Audited Financial Statement and the LJR Unaudited Financial Statements are collectively referred to as the “Financial Statements”.
The representations and warranties of LJR under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects unless otherwise indicated elsewhere.
At the Closing, Pubco shall present for delivery to the LJR Stockholder stock certificates representing (i) the Pubco D Preferred Shares, and (ii) the Pubco C Preferred Share to be issued pursuant to Section 1.08(a)(ii).
Except as set forth on Schedule 2.16, there is no legal action, suit, arbitration or other legal, administrative or other governmental proceeding pending or, to the best knowledge of LJR, threatened against or affecting LJR or its properties, assets or business, and after reasonable investigation, LJR is not aware of any incident, transaction, occurrence or circumstance that is reasonably likely to result in or form the basis for any such action, suit, arbitration or other proceeding.
The LJR Stockholder is the sole beneficial holder of the 100 shares of LJR Common Stock issued and outstanding and LJR has no other Equity Securities nor does any Person have any rights to acquire any Equity Securities.
LJR does not currently own, or has ever owned, any real property.
Each of Pubco, Merger Sub and LJR agrees to cooperate fully with the other parties hereto in connection with the obtaining of the Third Party Consents; provided, however, that no party shall be required to pay any additional sums to secure such Third Party Consents of the other parties hereto.