Terra Merger definition

Terra Merger means a statutory merger under applicable law providing for the acquisition by the Terra Group of one hundred percent (100%) of the Total Current Voting Power of the Company then in effect, which is conditioned (which condition may not be waived) on a majority of the shares of the Voting Stock that is held by Disinterested Stockholders being voted in favor of such merger.

Examples of Terra Merger in a sentence

• As of the Agreement Date, neither the Company nor any Company Subsidiary has received written notice with respect to Belumosudil (1) asserting a right of reversion or termination under the Nano Terra Merger Agreement or (2) asserting noncompliance with, or failure to perform, a diligence obligation or diligence requirement under any SLX Agreement.

• The Company has timely paid, or shall timely pay (to the extent due on or following the Agreement Date), to the appropriate party all material consideration due on or prior to the date that is ninety (90) days following the Closing Date under any SLX Agreement, including any and all Program Payments (as defined the Nano Terra Merger Agreement) and payments related to royalties and Sublicense Revenue (as such term is defined in the Nano Terra Merger Agreement).

• During the Interim Period, neither the Company nor any Company Subsidiary has received written notice with respect to Belumosudil (1) asserting a right of reversion or termination under the Nano Terra Merger Agreement or (2) asserting noncompliance with, or failure to perform, a diligence obligation or diligence requirement, in any material respect, under any SLX Agreement.

• The undersigned, being all of the shareholders of Terra Systems, Inc., do hereby unanimously adopt the following resolutions: RESOLVED, that the attached Merger Agreement among Xullux, Inc., Terra Merger Subsidiary, Inc.

• The undersigned, being all of the directors of Terra Merger Subsidiary, Inc., do hereby unanimously adopt the following resolution: RESOLVED, that the Company shall recommend to its shareholder that the Company execute, deliver and perform the Merger Agreement Among Xullux, Inc., Terra Merger Subsidiary, Inc.

• To the Knowledge of the Company, there are no facts or circumstances that would form the basis for any counterparty under the SLX Agreements to terminate any SLX Agreement with respect to Belumosudil, including, for the avoidance of doubt, with respect to a Company Subsidiary’s assumption of the responsibilities of the Buyer (as defined in the Nano Terra Merger Agreement) in accordance with the applicable SLX Agreements with respect to Belumosudil.

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• The terms and conditions of the merger are set forth in the attached "Merger Agreement Among Xullux, Inc., Terra Merger Subsidiary, Inc., and Terra Systems, Inc." ARTICLE II The plan of merger was submitted to the sole shareholder of Terra Merger Subsidiary, Inc.

• The undersigned natural person, being at lease eighteen years of age, acting on behalf of a corporation under the Utah Revised Business Corporation Act, adopts the following Articles of Merger for such corporation: ARTICLE I Under the plan and agreement of merger, Terra Systems, Inc., a Utah corporation, will merge with and into Terra Merger Subsidiary, inc., a Utah corporation, which is a wholly-owned subsidiary of Xullux, Inc., a Utah corporation.

• The plan of merger was submitted to the sole shareholder of Terra Merger Subsidiary, Inc.