Examples of Blocker Merger Agreement in a sentence
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.
There are no liabilities or obligations of MWP or the Blocker LLCs of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise (other than obligations under this Agreement and the Blocker Merger Agreement).
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.
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.
WAIVER OF JURY TRIAL 9 Exhibit A — Form of Certificate of Merger Exhibit B — Form of Exchange Agreement Exhibit C — Form of Registration Rights Agreement Exhibit D — Form of Tax Receivable Agreement Exhibit E — Form of Blocker Merger Agreement Exhibit F — Form of Nominating Agreement Exhibit G — Form of LLC Agreement AGREEMENT AND PLAN OF MERGER among FIRST WIND HOLDINGS INC.
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.
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.
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.
WAIVER OF JURY TRIAL 9 Exhibit A — Form of Certificate of Merger Exhibit B — Form of Exchange Agreement Exhibit C — Form of Registration Rights Agreement Exhibit D — Form of Tax Receivable Agreement Exhibit E — Form of Blocker Merger Agreement Exhibit F — Form of Nominating and Voting Agreement Exhibit G — Form of LLC Agreement AGREEMENT AND PLAN OF MERGER among FIRST WIND HOLDINGS INC.
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.