Company Mergers definition

Company Mergers means the Initial Company Merger and the Subsequent Company Merger.

Company Mergers has the meaning set forth in the Recitals.

Company Mergers means, collectively, (a) the merger of LLC2 with and into AME in accordance with and under the FRLLCA, with AME continuing as the surviving company in the manner set out in the AME Agreement and Plan of Merger, (b) the merger of LLC3 with and into POR, in accordance with and under the FRLLCA, with POR continuing as the surviving company in the manner set out in the AME Agreement and Plan of Merger, and (c) the merger of LLC4 with and into RVC, in accordance with and under the FRLLCA, with RVC continuing as the surviving company in the manner set out in the AME Agreement and Plan of Merger;

Examples of Company Mergers in a sentence

• At the Closing, 100% of the issued and outstanding LLC Interests (except as provided in Schedule A) will be conveyed by the Seller Entities to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) pursuant to the LLC Assignments or the Acquired Company Mergers, as applicable, free and clear of all Liens (other than Liens securing Assumed Liabilities and restrictions imposed by applicable securities laws).

• The obligations of Seller to sell the LLC Interests (or effect the Acquired Company Mergers) and the Acquired Assets and to take the other actions required to be taken by Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Seller, in whole or in part).

• Following the OpCo Merger Effective Time, the Exchange Agent, as agent for the holders of Eligible Shares in connection with the Company Mergers, shall sell the Excess Shares at then prevailing prices on the NYSE, all in a manner provided in subsection (iii) of this Section 3.5(h).

• Buyer (and any of its permitted assignees as set forth in Section 11.8) is acquiring the LLC Interests (or effecting the Acquired Company Mergers) and the Acquired Assets not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

• Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergers.

• Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement or ancillary to the Arrangement.

• In connection with the Company Stockholder Meeting, the Board of Directors of the Company shall (i) subject to Section 6.03, (1) recommend approval and adoption of this Agreement and the Company Mergers and the other transactions contemplated hereby by the Company’s stockholders and (2) use its reasonable best efforts to obtain the Company Stockholder Approval and (ii) otherwise comply with all legal requirements applicable to such meeting.

• Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges.

• Company Mergers and TakeoversWe may transfer your personal data to potential purchasers and their advisors, subject to appropriate confidentiality obligations, in the event we decide to dispose of all or parts of our business.

• The Company Mergers shall have the effects set forth herein and in the applicable provisions of the FRLLCA.

More Definitions of Company Mergers

Company Mergers is defined in the recitals.

Company Mergers means the Liberty merger and the Topco merger.