Exchange Sub definition
Examples of Exchange Sub in a sentence
You shall continue to be subject to, and must comply with, all policies and procedures applicable to employees of the Exchange Sub, as now existing or as may be modified or supplemented from time to time by the Exchange Sub.
Receiver, RMR and Exchange Sub shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Exchange and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Exchange.
Exchange Sub is an entity duly organized, validly existing and in good standing under the laws of the State of Texas.
RMR has heretofore delivered or made available to Receiver complete and correct copies of the certificate of incorporation and by-laws of RMR and Exchange Sub, the minute books and stock transfer records of RMR and Exchange Sub, as in effect as of the date of this Agreement.
At such time as Arsenal shall cause Newco to merge with and into Exchange Sub in accordance with Section 1.1(c), Exchange Sub shall: (i) be a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware; (ii) be a wholly owned Subsidiary of Arsenal, disregarded as an entity separate from its owner for US federal tax purposes; and (iii) have all necessary power and authority to complete the merger with Newco as contemplated by this Agreement.
At such time as Arsenal shall cause Newco to merge with and into Exchange Sub in accordance with Section 1.1(c), the completion of the merger with Newco shall be duly authorized and all necessary proceedings on the part of Exchange Sub will have been taken.
Receiver, RMR and Exchange Sub will, and RMR will cause the RMR Subsidiaries to, take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Receiver, RMR or any of the RMR Subsidiaries in connection with the Exchange or the taking of any action contemplated thereby or by this Agreement.
Each of RMR and Exchange Sub is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a RMR Material Adverse Effect.
Each of RMR and Exchange Sub has all requisite corporate power and corporate authority to enter into the Transaction Documents to which it is a party, to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties and to conduct its business.
The authorized capital stock of Exchange Sub consists of 1,000 shares of common stock, par value $.001 per share of which 1,000 shares are issued and outstanding on the date hereof.