Examples of CPI Merger in a sentence
The Company, Buyer, CPI, Parent, CPI Merger Sub and Company Merger Sub shall have executed and delivered, each to the other, the Closing Agreement as contemplated by Section 8.12(a).
FS Energy and Power Fund hereby accepts such appointment and agrees to perform the duties and responsibilities of the Collateral Manager pursuant to the terms hereof.
The Company Merger shall become effective at the time when the Company Merger Certificate has been duly filed with the Secretary of State of the State of Delaware or at such other time following the CPI Merger Effective Time as may be set forth in the Company Merger Certificate (the "Company Merger Effective Time").
This Article IX and the agreements of CPI, the Company, Parent, CPI Merger Sub and Company Merger Sub contained in Sections 6.7 (Stock Exchange De-listing), 6.10 (Benefits), 6.11 (Expenses) and 6.12 (Indemnification; Directors' and Officers' Insurance) shall survive the consummation of the Mergers.
If the Adjusted After Tax Proceeds Amount is less than the After Tax Proceeds Amount, the amount of the CPI Merger Consideration or the Company Merger Consideration (as the case may be) to be received by each Eligible CPI Shareholder or Eligible Company Shareholder (as the case may be) in respect of each Recapped Share or Company Share (as the case may be) shall be reduced by the result of (i) the amount of such shortfall divided by (ii) the Fully Diluted Number.
Except as contemplated by the CPI Merger, neither Parent nor any of its Subsidiaries beneficially owns or is the beneficial Owner of any CPI Shares or any Company Shares.
The CPI Merger shall have the effects specified in the Delaware General Corporation Law, as amended (the "DGCL").
Upon the terms and subject to the conditions set forth in this Agreement, at the CPI Merger Effective Time (as defined in Section 1.4) CPI Merger Sub shall be merged with and into CPI and the separate corporate existence of CPI Merger Sub shall thereupon cease.
All Indebtedness and obligations of CPI including, without limitation, the costs of the appraiser hired by CPI to assist it in performing the Recapitalization and legal counsel in connection herewith, shall be assumed (with a release in favor of CPI from the lender or other obligee) or repaid by the CPI Stockholders at or prior to the CPI Merger Effective Time.
The Recapitalization of CPI immediately prior to the CPI Merger will not give rise to federal income tax liability of CPI.