Examples of Merger Subs in a sentence
Each of the Parent Board Approval, the First Merger Sub Board Approval, and the Second Merger Sub Sole Member Approval has been obtained and constitute all of the necessary action or authorization on the part of the Parent Board, the First Merger Sub Board, and the sole member of Second Merger Sub, respectively, for the authorization, execution, delivery and performance of this Agreement by Parent and Merger Subs and the consummation by Paxxxx xnd Merger Subs of the Contemplated Transactions.
The Parties agree that Parent and Merger Subs shall be entitled to rely on the Estimated Company Net Cash Certificate for all purposes of this Agreement, and Parent and Merger Subs shall not be responsible for the preparation or content of the Estimated Company Net Cash Certificate or the estimates of the Estimated Company Net Cash or the accuracy or completeness thereof, as set forth in the Estimated Company Net Cash Certificate.
This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subs, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
The respective covenants and agreements of the Company, the Company Equityholders, the Stockholder Representative, Parent, and Merger Subs contained in this Agreement shall survive the Closing in accordance with their terms until sixty (60) days following the expiration of any applicable statute of limitations, after which time no further claims or actions can be made or asserted in connection therewith.