Examples of GTY Merger in a sentence
For U.S. federal and state income tax purposes, the Parties to this Agreement intend to treat the GTY Merger, together with the Merger and other transactions to be consummated as part of the Roll-Up Transactions as a contribution of eCivis Shares by the eCivis Holders to Holdings described in Section 351(a) of the Code (the “Tax Treatment”).
GTY agrees that the securities to be issued to the GTY Shareholders in connection with the GTY Merger shall be GTY Common Stock identical to the GTY Common Stock constituting Merger Shares hereunder.
None of GTY, Merger Sub, the Company or any of their respective Affiliates shall take any action that would reasonably be likely to prevent the Merger from qualifying as part of a tax free Code Section 351 transaction (“351 Transaction”) and prior to the Effective Time, GTY, Merger Sub, the Company and their respective Affiliates shall cause the Merger to qualify as part of a Section 351 Transaction.
Email: xxxx@xxxxx.xxx Facsimile No.:(000) 000-0000 If to GTY, Merger Sub or the Surviving Company: Xxxxx Xxx 0000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000 Email: Xxxxx@gtytechnology Copy to: Winston & Xxxxxx LLP 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: Xxxx X.
To GTY’s Knowledge, no GTY Shareholder who receives shares of GTY stock in the GTY Merger and to GTY’s Knowledge, no Target Shareholder who receives shares of GTY stock in a Target Transaction, has a pre-existing commitment to sell the shares of GTY stock received in such GTY Merger or Target Transaction.
Subject to the GTY Shareholders approval of the GTY Shareholder Approval Matters, the GTY Board and the Holdings Board shall take all action necessary to consummate the GTY Merger prior to the Effective Time.
RTG shall furnish to Holdings and the Company such supporting documentation and evidence of satisfaction of any or all of the conditions specified in this Section 7.3 as Holdings may reasonably request.
As a result of the GTY Merger and related transactions the undersigned will cease to own the Subscribed Shares and will own an equal number of Holdings Shares (“Subscriber’s Holdings Shares”).
Email: yxxx@xxxxx.xxx Facsimile No. :(000) 000-0000 If to GTY, Merger Sub or the Hxxxx Xxx Surviving Company: 1000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000 Email: Hxxxx@gtytechnology Copy to: Winston & Sxxxxx LLP 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: Jxxx X.