Intermediate Merger definition
Examples of Intermediate Merger in a sentence
Each of the Envision Merger and the Intermediate Merger shall have been consummated.
Each of the Investors further agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Intermediate, Merger Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger.
Any Company Termination Payment payable by the Company or any of its Affiliates to Parent, Intermediate, Merger Sub or any of their designees pursuant to the Merger Agreement or otherwise shall be paid directly to the Equity Investors or their designees.
Crew Delaware, as the surviving corporation pursuant to the Mergers, shall continue to be directly and primarily liable in all respects for the Obligations of each of Parent and Intermediate arising prior to the Parent Merger Effective Time as to Parent and prior to the Intermediate Merger Effective Time as to Intermediate.
None of Buyer, Intermediate, Merger Sub or any of their “affiliates” or “associates” is or has been, within three years of the date hereof, an “interested stockholder” of the Company, as those terms are defined in section 203 of the DGCL.
Each of the Company, Parent, Intermediate Merger Subsidiary, and Merger Subsidiary shall furnish all information concerning itself and its Affiliates that is required to be, or that is customarily, included in proxy statements prepared in connection with the transaction of the type contemplated by this Agreement.
Each of Parent, Intermediate Merger Subsidiary, Merger Subsidiary, and the Company further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 11.08.
This Limited Guarantee is a guaranty of payment and not a guaranty of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee up to an amount equal to the Cap, regardless of whether an action is brought against Top Parent, Parent, BBX Intermediate or Merger Sub or any other Person, or whether Top Parent, Parent, BBX Intermediate, Merger Sub or any other Person is joined in any such action or actions.
Notwithstanding anything in this Section 5.1 or this Agreement to the contrary, nothing set forth in this Agreement shall give CPUH, directly or indirectly, the right to control or direct the operations of the Company prior to the Intermediate Merger Closing.
Such approval shall be granted or denied by the Agency within thirty (30) days of receipt by the Agency of Developers' request for approval of a Transfer.