New Merger Sub definition

New Merger Sub means New Xxxxxxx Merger Sub Inc., a Nevada corporation; (D) “New Merger Sub Common Stock” means the common stock, par value $0.01 per share, of New Merger Sub; (E) “Original Agreement” means the Agreement and Plan of Merger, dated as of May 24, 2016, by and among Xxxxxxx, Xxxxxxx, Chicago and Merger Sub prior to the execution of the First Amendment to the Agreement and Plan of Merger, dated as of November 2, 2016, by and among Xxxxxxx, Xxxxxxx, New Merger Sub, Chicago and Merger Sub; (F) “knowledge” of New Merger Sub means the actual knowledge of the persons set forth in Section 1.1(d)(ii) of the Xxxxxxx Disclosure Schedule; and (G) “Stock Exchange” means the NYSE or NASDAQ, as determined by Chicago, after consultation with Houston, as the location of the primary listing of Xxxxxxx Common Stock.

New Merger Sub means any of Alternative Merger Sub or Merger Sub 2, as applicable.

Examples of New Merger Sub in a sentence

• Merger Sub was, and any New Merger Sub will be, formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not conducted any activities other than in connection with its organization, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.

• Merger Sub is, and any New Merger Sub will be, a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware.

• Nothing contained in this Agreement shall give Parent, Merger Sub or any New Merger Sub, directly or indirectly, the right to control or direct Company or any of Company’s operations prior to the Effective Time.

• Merger Sub is, and any New Merger Sub will be, a wholly owned subsidiary of Parent.

• The Proxy Statement will (with respect to Company and the Company Subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided that no representation or warranty is made hereunder with respect to statements made or incorporated by reference by, or with respect to, Parent, Merger Sub or any New Merger Sub.

• None of Parent, Merger Sub or any New Merger Sub or any of their respective subsidiaries owns (directly or indirectly, beneficially or of record) or is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, any shares of Company Common Stock or other securities of Company (other than as contemplated by this Agreement).

• Except as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, as of the date of the Original Merger Agreement, (a) there is no Action pending or, to the Knowledge of Parent, threatened against Parent, Merger Sub or any New Merger Sub or any Parent Subsidiary, and (b) none of Parent, Merger Sub or any New Merger Sub or any Parent Subsidiary, or any of their respective properties, is subject to any outstanding Order of any Governmental Authority.

• Each of Parent and Merger Sub acknowledges that the obligations of each of Parent, Merger Sub and any New Merger Sub hereunder are not subject to any conditions regarding the ability of Parent, Merger Sub or any New Merger Sub to obtain financing for the consummation of the transactions contemplated by this Agreement or otherwise.

• No broker, investment banker or other Person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the Mergers, the Asset Transfers and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent, Merger Sub or any New Merger Sub.

• In addition, Parent, in its capacity as the sole direct or indirect equityholder of Merger Sub, has taken all actions required for the execution of this Agreement by Merger Sub and to adopt and approve this Agreement and to approve the consummation by Merger Sub and any New Merger Sub of the Mergers, the Asset Transfers and the other transactions contemplated by this Agreement.