Examples of CLMT Merger in a sentence
The limited liability company interests in Merger Sub II issued and outstanding immediately prior to the CLMT Merger Effective Time shall be exchanged for 80,223,093 CLMT Common Units in the Surviving CLMT.
Promptly after the CLMT Merger Effective Time, the General Partner will deposit, or cause to be deposited on behalf of NewCo, with the Exchange Agent for the benefit of the holders of the applicable CLMT Common Units, for exchange in accordance with this Article III, through the Exchange Agent, NewCo Shares as required by this Article III.
The CLMT General Partner Interest issued and outstanding as of immediately prior to the CLMT Merger Effective Time shall remain, immediately following the CLMT Merger Effective Time, outstanding as 1,637,206 General Partner Units in the Surviving CLMT.
Prior to the CLMT Merger Effective Time, the Sponsor Parties shall counter-execute and deliver the Stockholders Agreement, the Registration Rights Agreement and the Warrant Agreement to NewCo.
Each of NewCo, the Surviving Entities, the Exchange Agent and their Affiliates, as applicable, are entitled to deduct and withhold from any amounts, including the CLMT Merger Consideration, payable pursuant to this Agreement to any Person such amounts as NewCo, the Surviving Entities, the Exchange Agent or their Affiliates, as applicable, reasonably deems it is required to deduct and withhold under the Code or any provision of state, local, or foreign Tax Law with respect to the making of such payment.
Subject to the provisions of this Agreement and the Conversion Agreement, on the Closing Date, the Parties shall cause a certificate of merger evidencing the CLMT Merger and a certificate of merger evidencing the GP Merger (each a “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in the Conversion Agreement.
For purposes of dividends in respect of NewCo Shares, all NewCo Shares to be issued pursuant to the CLMT Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the CLMT Merger Effective Time.
No dissenters’ or appraisal rights shall be available with respect to the CLMT Merger or the GP Merger or the other transactions contemplated by this Agreement.
Prior to the CLMT Merger Effective Time, the Sponsor Parties, NewCo, the General Partner and CLMT shall take all action as may be necessary or required in accordance with applicable Law and the CLMT LTIP (including the award agreements in respect of awards granted thereunder) to give effect to this Section 3.6.
At the CLMT Merger Effective Time, CLMT shall be owned by the General Partner and NewCo.