Common Contracts

2 similar Exchange Rights Agreement contracts by Glass House Brands Inc.

EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • December 30th, 2022 • Glass House Brands Inc. • Medicinal chemicals & botanical products

WHEREAS, pursuant to the terms of the Merger Agreement, dated April 8, 2021 as amended by Amendment No. 1 thereto, dated as of June 18, 2021, and as further amended by Amendment No. 2 thereto, dated as of June 28, 2021 (collectively, “Merger Agreement”), among, inter alia, Parent, Exchangeco, Exchangeco’s wholly-owned merger subsidiary, GH Group, Inc. (“GH”), certain of GH’s shareholders sufficient to authorize the underlying merger under the Delaware General Corporation Law, and Kyle Kazan, as the GH shareholder representative, Exhangeco has become the owner of all of the issued and outstanding shares of GH Group, Inc., a Delaware corporation, in exchange for merger consideration made up of, in part, Class B voting exchangeable common shares of Exchangeco (the “Class B Shares”) issued to the persons (the “Class B Shareholders”) listed on Schedule A (the “Merger”);

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EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks

WHEREAS, pursuant to the terms of the Merger Agreement, dated April 8, 2021 as amended by Amendment No. 1 thereto, dated as of June 18, 2021, and as further amended by Amendment No. 2 thereto, dated as of June 28, 2021 (collectively, “Merger Agreement”), among, inter alia, Parent, Exchangeco, Exchangeco’s wholly-owned merger subsidiary, GH Group, Inc. (“GH”), certain of GH’s shareholders sufficient to authorize the underlying merger under the Delaware General Corporation Law, and Kyle Kazan, as the GH shareholder representative, Exhangeco has become the owner of all of the issued and outstanding shares of GH Group, Inc., a Delaware corporation, in exchange for merger consideration made up of, in part, Class B voting exchangeable common shares of Exchangeco (the “Class B Shares”) issued to the persons (the “Class B Shareholders”) listed on Schedule A (the “Merger”);

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