Examples of Closing Date Merger in a sentence
On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, on the Closing Date, Merger Sub shall merge with and into the Company (the “ Merger”) at the Effective Time.
On the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), on the Closing Date, Merger Sub shall be merged with and into the Company (the “Merger”).
Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), and in reliance on the representations, warranties and covenants made or given in this Agreement and the other Transaction Documents, the Parties hereby agree that, on the Closing Date, Merger Sub shall be merged with and into Newco and the separate corporate existence of Merger Sub shall thereupon cease.
Notwithstanding anything to the contrary contained herein, if the Specified Tax Liability Condition has been satisfied in full on or prior to the Closing Date, (i) the Tax Escrow Amount shall not be withheld from the Closing Date Merger Consideration and instead shall be paid to the Equityholders in accordance with this Agreement and (ii) the parties hereto shall promptly amend the form of Escrow Agreement attached hereto to reflect the deletion of the Tax Escrow Account.
On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Connecticut Business Corporation Act (the “ CBCA ”), on the Closing Date, Merger Sub shall be merged with and into CTWS (the “ Merger ”).