Examples of Merger Closing in a sentence
As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Merger Closing Date, then on the date of such filing), each of the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
If the Merger Closing occurs, Parent shall cause all rights to indemnification and advancement of expenses and all limitations on liability existing in favor of any employee, officer or director of the Company (collectively, the “Company Indemnitees”), as provided in the Company’s Memorandum and Articles of Association, to survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Parent after the Merger Closing.
No Squirrel Company is liable for any investment banking fee, finder’s fee, brokerage payment or other like payment in connection with the origination, negotiation or consummation of the transactions contemplated herein that will be the obligation of Squirrel HoldCo or any of the Squirrel Companies (following the Merger Closing).
Prior to the Merger Closing, the Parties will cooperate with each other in good faith to determine if there is any required deduction or withholding applicable to Parent or Company and to minimize the amount of any applicable withholding.
For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the waivers under this Section 7.7 will continue to apply at and after the Merger Closing or termination of this Agreement (as applicable) to distributions made to redeeming Public Shareholders and for transaction expenses paid.