Examples of Orion Merger in a sentence
II, and Orion Merger Sub Corp., dated as of June 9, 2021, as may be amended from time to time, provided that the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Company’s stockholders.
Employee hereby agrees to execute such further document(s) as shall be determined by the Company as necessary or desirable to give effect to the end of Employee’s status as an officer of the Company (including a written resignation as an officer of the Company as required by Section 8.4(b) of the Agreement and Plan of Merger and Reorganization among the Company, Orion Merger Sub, Inc.
Orion, Merger Sub and Target each intend, for Federal income tax purposes, that the Merger contemplated thereby constitutes a reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).
As soon as reasonably practicable following the closing of the transaction (the “Mergers”) contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017, by and among the Company, Dow, Diamond Merger Sub, Inc., DuPont and Orion Merger Sub, Inc., the Company shall organize and operate the AgCo Business, the Materials Business and the Specialty Business (together with the AgCo Business and Materials Business, the “SpinCos”).
Xxxxx, dated as ---------------- of the date of the Proxy Statement, that the value of the consideration to be paid to the stockholders of Orion in the Orion Merger is fair from a financial point of view to the stockholders of Orion, shall have not been withdrawn, amended or modified.
The Orion Merger shall become effective ---------------- at the date and time of the filing of the Certificate of Merger substantially in the form of Exhibit A-1 to this Agreement (the "Orion Certificate of Merger") with the Secretary of State of Delaware in accor- dance with the provisions of the DGCL.
As used above, “Financing Disclosure” means any reference to, or information in connection with, the Mergers and the transactions contemplated by this Agreement that is included in any documents to be filed with any person (including the SEC), issued, published and/or distributed by Orion, Diamond, HoldCo, Orion Merger Sub or Diamond Merger Sub in connection with any financing transaction to be entered into by any of those parties.
Unless redeemed prior to the Effective Time, each share of Orion Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and be unaffected by the Orion Merger.
The “Agreement and Plan of Merger” for this purpose means the Agreement and Plan of Merger dated as of December 11, 2015 by and among Diamond-Orion HoldCo, Inc., The Dow Chemical Company, Diamond Merger Sub, Inc., Orion Merger Sub, Inc.
Orion shall have received (i) the ------------------- opinion of Long, Xxxxxxxx & Xxxxxx substantially in the form of Exhibit G hereto (the "Long Xxxxxxxx Opinion"), (ii) the Xxxxxxxx Xxxx Opinion and (iii) the Xxxxx Xxxx Opinion and (iv) an opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, substantially to the effect that the Orion Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code.