Examples of CLMT Merger in a sentence
SUBMISSION OF OPERATING BUDGET; BUDGET MESSAGE At least 45 days before the beginning of the fiscal year, the mayor shall submit to the city council a proposed operating budget for all city agencies, which shall include the school department, for the ensuing fiscal year with an accompanying budget message and supporting documents.
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.
Without limitation of the foregoing, after the date that is the one year anniversary of the CLMT Merger Effective Time, any amounts remaining unclaimed by holders of CLMT Common Units will become the property of the Surviving CLMT, subject to the legitimate claims of any Person previously entitled thereto hereunder or under abandoned property, escheat or similar Laws.
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.
Subject to Section 3.1(b) and Section 3.1(c), each CLMT Common Unit (including CLMT Common Units owned by the Sponsor Parties and their respective Affiliates) issued and outstanding as of immediately prior to the CLMT Merger Effective Time shall be exchanged into the right to receive one NewCo Share (the “CLMT Merger Consideration” and such ratio, the “Exchange Ratio”), subject to adjustment in accordance with Section 3.4.
The Incentive Distribution Rights of CLMT issued by CLMT to the General Partner and outstanding immediately prior to the CLMT Merger Effective Time shall remain as outstanding equity interests in the Surviving CLMT held by the General Partner immediately following the CLMT Merger Effective Time.
Without the written consent of the Sponsor Parties (which shall not be unreasonably withheld, delayed or conditioned), no matter shall be submitted for action at the CLMT Special Meeting except the approval of the Conversion Agreement and the CLMT Merger contemplated thereby and other matters related thereto that require approval of the Limited Partners.
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.
At the CLMT Merger Effective Time, CLMT shall be owned by the General Partner and 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.