Examples of Merger Partner Group in a sentence
No member of the Merger Partner Group other than Merger Partner is required to file any documents with the SEC.
As of the date hereof, there is no stockholder rights plan, “poison pill,” anti-takeover plan or other similar device in effect to which any member of the Merger Partner Group is a party or otherwise is bound.
Merger Partner shall use its reasonable best efforts to ensure that all proxies solicited by or on behalf of any member of the Merger Partner Group and their Representatives in connection with the Merger Partner Stockholders’ Meeting are solicited in material compliance with all applicable Law; provided that no such efforts shall be required in the event that, prior to such solicitation, there has been a Merger Partner Change in Recommendation made in accordance with Section 5.2(c).
The covenants and obligations in the Transaction Documents that Merger Partner, Merger Sub or the other members of the Merger Partner Group are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
With respect to each Spinco Employee, Merger Partner shall, or shall cause the applicable member of the Merger Partner Group (or a Spinco EOR) to, Assume and recognize all accrued but unused vacation and PTO as of the Distribution Effective Time.
Merger Partner has delivered or Made Available to Remainco accurate and complete copies of the Organizational Documents of the members of the Merger Partner Group, including all amendments thereto as in effect on the date hereof.
None of the members of the Merger Partner Group owns any Equity Interests of any member of the Remainco Group.
A member of the Merger Partner Group, as applicable, owns or has the rights to use all Merger Partner IP.
Without limiting Section 1.2(b) and (c), Merger Partner Group or Spinco shall, or shall cause a member of its Group to, acquire such workers’ compensation insurance coverage as is required by the applicable Law, and shall Assume all Liabilities related to all claims for workers’ compensation benefits and coverage which are incurred on or following the Distribution Date by Spinco Employees.
A member of the Merger Partner Group shall be solely responsible for providing continued health coverage to the extent required by COBRA under the applicable Spinco Benefit Arrangement or Merger Partner Benefit Arrangement to all Spinco Transferred Employees (and their qualifying beneficiaries) who experience a COBRA qualifying event upon or after the Distribution Effective Time, and shall be solely responsible for all claims, obligations and Liabilities incurred as a result of such COBRA coverage.