Conflict with Applicable Law or Certificate of Incorporation. These by-laws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these by-laws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.
Conflict with Applicable Law or Certificate of Incorporation. These By-laws are adopted subject to any applicable Law and the Certificate of Incorporation. Whenever these By-laws may conflict with any applicable Law or the Certificate of Incorporation, such conflict shall be resolved in favor of such Law or the Certificate of Incorporation. [SURVIVING CORPORATION] (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:
Conflict with Applicable Law or Certificate of Incorporation. These bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation. SAN FRANCISCO and WESTMINSTER, Colo. — February 24, 2017 — XxxXxxxxx, Xxxxxxxxx and Associates Ltd. (“MDA”) (TSX: MDA), a global communications and information company providing technology solutions to commercial and government organizations worldwide, and DigitalGlobe, Inc. (“DigitalGlobe”) (NYSE: DGI), the global leader in Earth imagery and information about our changing planet, today announced they have entered into a definitive merger agreement, pursuant to which MDA will acquire DigitalGlobe for US$35.00 per share in a combination of cash and stock. The transaction values DigitalGlobe at an equity value of approximately C$3.1 billion (US$2.4 billion), and an enterprise value of C$4.7 billion (US$3.6 billion), including assumption of DigitalGlobe’s C$1.6 billion (US$1.2 billion) in net debt. The transaction has been unanimously approved by the boards of directors of both companies, and is expected to close in the second half of 2017. Under the terms of the agreement, each DigitalGlobe common share will be exchanged for US$17.50 in cash and 0.3132 MDA common shares, representing a per share value of US$17.50 based on MDA’s unaffected closing share price of C$73.40 on the Toronto Stock Exchange (TSX) on February 16, 2017, the day prior to market speculation about a potential combination, and a C$/US$ exchange ratio of 0.7612. The total cash and stock per share value consideration represents an 18% premium based on DigitalGlobe’s unaffected closing stock price on the New York Stock Exchange (NYSE) on February 16, 2017. The combination will bring together complementary space-related capabilities, creating a stronger company uniquely positioned to capture growth in the U.S., Canadian and global Earth observation and geospatial services markets given its ability to provide complete, end-to-end space systems, earth imagery and geospatial solutions. Together, the combination will leverage a full suite of space-related capabilities, including communications and Earth observation satellites and robotics, ground stations, integrated electro-optical and radar imagery, and advanced data analytics. Additionally, the combined company will lead in cloud-based information services that allow com...
Conflict with Applicable Law or Certificate of Incorporation. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation. WAIVER AND RELEASE OF CLAIMS1 Effective as of the Effective Time, by executing this Letter of Transmittal, the undersigned, on behalf of him, her or itself and (a) if the undersigned is an individual, on behalf of his or her Representatives, heirs, executors, and administrators, (b) if the undersigned is an entity, on behalf of its controlled Affiliates and its and their respective Representatives, (c) if the undersigned is a trust, on behalf of the trustee and the beneficiaries of the trust, and (d) any of the undersigned’s and any of the forgoing Persons’ respective successors and assigns, and any other Person bringing any claim by, through or under any of the foregoing (collectively, “Releasing Parties”), fully, forever, irrevocably and unconditionally waives, releases, acquits and discharges Merger Sub, the Company and their respective Affiliates (including, for clarity, Acquiror and its Affiliates and the Company’s Subsidiaries), and each of their respective former, current and future equityholders, controlling persons, members, managers, general or limited partners, and other Representatives (or any former, current or future equityholder, controlling person, member, manager, general or limited partner, or other Representative of any of the foregoing), and each of their respective successors and assigns (collectively, “Released Parties”), from any and all Proceedings, Liabilities or other relief, whether known or unknown, whether at law or in equity, whether vicarious, derivative, or direct, whether fixed, contingent or liquidated, whether foreseeable or unforeseeable, or whether presently existing or hereafter discovered, that may be or could have been asserted, with respect to, or arising during, or in connection with, any period ending at or prior to the Effective Time (including out of any event, occurrence, act, or failure to act) relating to such Person’s direct or indirect ownership of Equity Securities or such Person’s capacity as an equityholder of the Company, in each case, prior to the Effective Time or to the negotiation or execution of this Letter of Transmittal, the Agreement and Plan of Merger2 or any Ancillary Document or the consummation of any of the Transacti...
Conflict with Applicable Law or Certificate of Incorporation. These By-laws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these By-laws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation. Ladies and Gentlemen: The enclosed Letter of Transmittal is being delivered in connection with the merger (the “Merger”) of [Magnet] Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Xxxxxxxxx Capital Corp II, a Delaware corporation (“Acquiror”), with and into Xxxxxx DE Holdings Inc., a Delaware corporation (the “Company”) pursuant to that certain Agreement and Plan of Merger, dated as of October 12, 2020, by and among Acquiror, Merger Sub and the Company (as may be amended from time to time, the “Merger Agreement”) and the General Corporation Law of the State of Delaware (the “DGCL”). Capitalized terms used and not defined in this letter have the respective meanings ascribed to such terms in the Merger Agreement. As a result of the Merger, at the Effective Time, by virtue of the Merger and without any further action on the part of any party or the holders of any securities of the Acquiror or the Company, all Company Shares, which consist entirely of the undersigned’s Company Shares listed in Box B of the enclosed Letter of Transmittal, will automatically be converted into the right to receive as, if, and when payable pursuant to Article III of the Merger Agreement, the Merger Consideration (which shall comprise of, in the aggregate, [6,000,000] warrants with the terms set forth in the Warrant Agreement). The undersigned hereby surrenders the shares of Company Stock listed in Box B of the enclosed Letter of Transmittal for the purpose of receiving, as, if, and when payable pursuant to ARTICLE III of the Merger Agreement, the Merger Consideration in exchange therefor, in accordance with and subject to the terms of the Merger Agreement. No payment of Merger Consideration shall be made with respect to the Company Shares until your delivery of a duly completed and validly executed Letter of Transmittal in accordance with the Merger Agreement. In the event the Merger Agreement is validly terminated in accordance with its terms and the Closing does not occur, the Company Shares shall not be converted into the right to receive the Merger Consideration, and any such Company Shares shall be promptly returned to you without payment of any consideration...
Conflict with Applicable Law or Certificate of Incorporation. These By-laws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these By-laws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation. THIS SUBSCRIPTION AGREEMENT, dated as of [●], 2018 (this “Agreement”), is being entered into between the new members of Max and Dane, LLC listed on the signature pages hereto (each, a “New Member”, and together the “New Members”) and Max and Dane, LLC, a Delaware limited liability company (the “Company”). The New Members and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Conflict with Applicable Law or Certificate of Incorporation. These By-laws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these By-laws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation. This Securities Purchase Agreement (this “Agreement”) is entered into as of May 1, 2018 by and among Goosehead Insurance, Inc., a Delaware corporation (“Pubco”), and certain owners of the limited liability company interests of Goosehead Financial, LLC, a Delaware limited liability company (“Goosehead Financial”), listed on the signature pages hereto (the “Post-IPO LLC Members”).
