Examples of First Blocker Merger in a sentence
Upon the terms and subject to the conditions set forth herein, and in accordance with the LLC Act, at the Blocker Mergers Effective Time, simultaneous with the First Blocker Merger, Blocker Merger Sub II shall be merged with and into the Pacer X.X. Xxxxxxx.
The First Blocker Merger shall be evidenced by a Certificate of Merger between Blocker Merger Sub I and Pacer Corp.
As a result of the First Blocker Merger, the separate corporate existence of Blocker Merger Sub I shall cease, and Pacer Corp.
CONVERSION OF SECURITIES; EARN-OUT; EXCHANGE OF CERTIFICATES 24 Section 3.01 Closing Statement and Payment Spreadsheet 24 Section 3.02 First Blocker Merger 24 Section 3.03 Second Blocker Merger 24 Section 3.04 First Company Merger 25 Section 3.05 Second Company Merger 26 Section 3.06 Earn-Out 27 Section 3.07 Surrender and Payment 28 Section 3.08 Company Certificate; Parent Certificate 30 Section 3.09 Closing Transactions 30 Article IV.
In this regard, we note that Section 10.03 of the Agreement and Plan of Merger, filed as exhibit 2.1, provides that the First Blocker Merger and the First HTP Merger will be treated as a single integrated transaction that is treated as a reorganization within the meaning of Section 368(a) of the Tax Code and the Second Blocker Merger and the Second HTP Merger will be treated as a single integrated transaction that is treated as a reorganization within the meaning of Section 368(a) of the Tax Code.
Upon the terms and subject to the conditions set forth herein, and in accordance with the LLC Act, at the Blocker Mergers Effective Time, simultaneous with the First Blocker Merger and the Second Blocker Merger, GPI Blocker Merger Sub shall be merged with and into the GPI Blocker.
Other than the adoption of this Agreement by the Blocker Seller as the sole equityholder of the Blocker in connection with the First Blocker Merger (which will be effected promptly following execution of this Agreement), (a) the Blocker has full limited liability company power and authority to own, lease or otherwise hold its properties and assets and to conduct its business as presently conducted.
The limited liability company agreement of Merger Sub 1 in effect at the First Blocker Merger Effective Time shall be the limited liability company agreement of the First Blocker Merger Surviving Company until thereafter amended as provided by applicable Law and in accordance with the provisions of such limited liability company agreement.
As a result of the First Blocker Merger, the separate company existence of Merger Sub 1 shall cease and the Blocker shall continue as the surviving company of the First Blocker Merger (the “First Blocker Merger Surviving Company”) and a wholly owned subsidiary of Parent.
Cost of these medications is determined by their assigned tier: Tier 1, Tier 2 or Tier 3.• TIER 1 DRUGS – Drugs approved by the U.S. Food and Drug Administration (FDA) to be chemically identical to corresponding Tier 2 or Tier 3 versions.