Merger Entities definition
Examples of Merger Entities in a sentence
The parties hereby agree that the Operating Partnership shall have the right, in its sole discretion, to exclude any of the Forward OP Merger Entities from the Mergers after the date hereof until the Effective Time, provided that the Operating Partnership shall provide prior written notice to such Forward OP Merger Entity regarding such exclusion.
In the event the transactions contemplated by this Agreement do not occur, nothing in this Agreement shall be deemed to be or construed as an amendment or modification of, or commitment of any kind to amend or modify, the Organizational Documents of any of the Forward REIT Merger Entities, which shall remain in full force and effect without modification.
Duty Period coverages will occur on a rotating basis distributing coverages equally among teachers available during period in question.
The parties hereby agree that the REIT shall have the right, in its sole discretion, to exclude any of the Forward REIT Merger Entities from the Mergers after the date hereof until the Effective Time, provided that the REIT shall provide prior written notice to such Forward REIT Merger Entity regarding such exclusion.
In addition, if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of each of the Forward OP Merger Entities to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like.
In the event the transactions contemplated by this Agreement do not occur, nothing in this Agreement shall be deemed to be or construed as an amendment or modification of, or commitment of any kind to amend or modify, the Organizational Documents of any of the Forward OP Merger Entities, which shall remain in full force and effect without modification.
In satisfaction of its obligations to the Merger Entities, the Stockholders are depositing with the Escrow Agent the certificates representing the Escrow Shares, in the name of the Stockholders and/or their transferees, as the case may be.
If any terms or provisions of Part-III of this Scheme are found or interpreted to be inconsistent with the provisions of the aforesaid section at a later date (not being a date after the Effective Date), including resulting from an amendment of law or for any other reason whatsoever, such provisions shall prevail and this Scheme shall, subject to the approval of the Merger Entities in terms of Clause 6.7, stand modified to the extent determined necessary to comply with the said provisions.
The Parties also acknowledge that the Mosaic Manager may be entitled to reimbursement of certain expenses incurred by the Mosaic Manager on behalf of the Mosaic Merger Entities and/or MREC Offshore, and it is intended that such expenses are accounted for in calculating the Mosaic Transaction Expenses.
In the event the Effective Date does not occur on or before February 28, 2018, or by such later date as may be agreed by the Merger Entities through mutual consent (acting through their respective Board of Directors), this Scheme shall become null and void and in that event no rights and liabilities whatsoever shall accrue to or be incurred inter se by the parties or their shareholders or creditors or employees or any other person in terms of this Scheme.