Examples of Blocker Merger Agreement in a sentence
Program features included certification in fundamentals of laparoscopic surgery, high- fidelity lobectomy simulation and hands-on training.
The execution, delivery and performance by each Blocker LLC of this Agreement and the Blocker Merger Agreement and the consummation by each Blocker LLC of the transactions contemplated hereby and thereby are within such Blocker LLC’s powers and have been duly authorized by all necessary action on the part of such Blocker LLC.
Pursuant to the QEF FI Blocker Merger Agreement, (i) FI Fund, as the sole stockholder of QEF FI Blocker prior to the QEF FI Blocker Merger, shall receive its Pro Rata Common Stock Shares (estimated to be 795,018 shares) in exchange for its shares in QEF FI Blocker, which shall be cancelled, and (ii) all of the assets and liabilities of QEF FI Blocker shall be vested in PubCo.
This Agreement and the Blocker Merger Agreement each constitutes a valid and binding agreement of each Blocker LLC enforceable against such Blocker LLC in accordance with its terms.
Each Blocker LLC is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted and to implement the transactions contemplated by this Agreement and the Blocker Merger Agreement.
Because a longer term results in a longer avoidance of transfer taxes, the trust should be created in a jurisdiction that has a long perpetuities period.For estate and gift tax purposes, it does not matter whether the trust is a U.S. trust or a foreign trust.
For all purposes, the QES Holdco Merger Agreement shall be amended to reflect FI Fund (i) owning 11,270,156 Series A Units in QES Holdco immediately prior to such merger and (ii) receiving, pursuant to the FI Blocker Merger Agreement, 319,001 shares in PubCo in connection with such merger.
Pursuant to the QEF FI Blocker Merger Agreement, (i) the FI Fund, as the sole shareholder of QEF FI Blocker prior to the QEF FI Blocker Merger, shall receive [ ] shares of Common Stock in PubCo in exchange for its shares in QEF FI Blocker, which shall be cancelled, and (ii) all of the assets and liabilities of QEF FI Blocker shall be vested in PubCo.
For all purposes, the FI Blocker Merger Agreement shall be amended to reflect FI Fund (i) owning 11,270,156 Series A Units in QES Holdco immediately prior to such merger and (ii) receiving 319,001 shares in PubCo in connection with such merger.