Merger Documents definition
Examples of Merger Documents in a sentence
Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and the Merger Documents to which Parent or Merger Sub is a party, as applicable, and has not engaged in any business activities, acquired any assets, or conducted any operations other than in connection with such transactions.
Notwithstanding the foregoing, each Parent Releasor retains, and does not release (i) its rights and interests under the terms of this Agreement or any of the other Merger Documents, (ii) its rights and interests under the terms of any employment contract or other contract or Plan to which a Former Holder and the Surviving Company or one of its Subsidiaries are bound, (iii) any right that cannot be waived as a matter of Law, or (iv) any claim for Fraud.
Neither Parent nor M▇▇▇▇▇ Sub is party to any pending or, to the knowledge of Parent, threatened litigation which would reasonably be expected to prevent or prohibit the consummation of the transactions contemplated by this Agreement and the other Merger Documents to which Parent or Merger Sub is a party, as applicable, prior to the Outside Date.
Parent acknowledges and agrees that the obligation of Parent and M▇▇▇▇▇ Sub to consummate the transactions contemplated by this Agreement and other Merger Documents is not in any way contingent upon or otherwise subject to Parent’s or Merger Sub’s consummation of any financing arrangements, Parent’s or Merger Subs’ obtaining of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.
This Agreement, including the exhibits and the Disclosure Letter, the other Merger Documents and the Confidentiality Agreement constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, whether written, oral or implied, with respect to such subject matter.