Examples of Distribution Merger Sub in a sentence
Concurrently with the Distribution Closing, the Company and Distribution Merger Sub will cause a certificate of merger with respect to the Distribution Merger (the “Distribution Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in the DGCL.
Subject to the provisions of applicable Law (including Section 251(d) of the DGCL), at any time prior to the Distribution Effective Time, this Agreement may only be amended, modified or supplemented in a writing signed on behalf of each of the Company, the Distribution Merger Sub and Parent.
Each share of common stock, par value $0.001 per share, of Distribution Merger Sub issued and outstanding immediately prior to the Distribution Effective Time shall be cancelled and shall cease to exist and no consideration shall be paid or payable in respect thereof.
Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 251 of the DGCL, at the Distribution Effective Time, Distribution Merger Sub shall be merged with and into the Company and the separate corporate existence of Distribution Merger Sub shall thereupon cease.
Pursuant to the plan of reorganization, (a) Parent will complete the Distribution through either (i) a One-Step Spin-Off or (ii) the Exchange Offer and, subject to the terms and conditions of this Agreement, any Clean-Up Spin-Off (as described above) and (b) immediately following the Distribution, Merger Sub will merge with and into SplitCo with SplitCo surviving.
Further upgrades to the plant are planned to minimize gold losses, including installation of additional carbon absorption reactors for excess solution and improved performance of existing carbon columns and effluent tailings carbon in pulp reactors.
Immediately after the Distribution, Merger Sub I will merge with and into Controlled, with Controlled surviving (the “First Merger”).
Immediately after the Distribution, Merger Sub merged with and into SpinCo (the “Merger”), whereby the separate corporate existence of Merger Sub ceased and SpinCo continued as the surviving company and a wholly owned subsidiary of Wabtec (except with respect to shares of SpinCo Class A preferred stock held by GE).
The Company issued the Senior Notes under an Indenture, dated as of June 29, 2007 (the “Indenture”), by and among Varietal Distribution Merger Sub, Inc., CDRV Investors, Inc., the Guarantors, the Trustee and the Paying Agent and Registrar.
We do not accept that there was any specific disclosure on this date as there is no evidence of it other than this vague assertion by the Claimant.