Examples of LLC Merger Agreement in a sentence
Subject to the terms and conditions set forth in this Agreement and the Plan of Merger attached hereto as Exhibit B (the "LLC Merger Agreement), MCP Colorado will merge with and into LLC.
This Agreement, the MCP Merger Agreement, the LLC Merger Agreement and the other documents referred to herein and therein set forth the entire understanding of the parties hereto with respect to the matters provided for herein and therein and supersede all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of either party.
MCP Colorado and LLC shall (i) execute the LLC Merger Agreement, (ii) execute and deliver to each other the various certificates, instruments, and documents referred to in the LLC Merger Agreement, and (iii) execute and file with the Colorado Secretary of State a statement of merger as required by the laws of the State of Colorado to effectuate the merger in accordance with the terms of the LLC Merger Agreement.
The Rev LLC Merger shall have been made effective pursuant to the Rev LLC Merger Agreement and the Certificate of Merger filed with the Secretary of State of the State of Delaware.
Merger Agreement" and collectively with the Empower LLC Merger Agreement, the "Merger Agreements") pursuant to which Sub will merge with and into Empower Inc.
The representations, warranties, ------------------------- agreements and covenants set forth in this Agreement shall survive as provided in the LLC Merger Agreement, and Buyer and Merger Sub shall only have such post-Closing remedies for any breach of the representations, warranties, agreements and covenants set forth in this Agreement to the extent expressly provided for in the LLC Merger Agreement.
Except as otherwise expressly provided herein, the -------- Company, Buyer and Merger Sub shall pay all of their own expenses (including attorneys' and accountants' fees and expenses) in connection with the negotiation of this Agreement, the performance of their obligations hereunder and the consummation of the transactions contemplated by this Agreement; provided that Buyer and Merger Sub shall pay all Transaction -------- ---- Expenses as provided in the LLC Merger Agreement.
For the avoidance of doubt, each --------------------------- Seller shall be entitled to its share (determined in accordance with Section 2.08 of the LLC Merger Agreement) of any Settlement Payment paid to the Representative under Section 2.08 of the LLC Merger Agreement (as such terms are defined in the LLC Merger Agreement).
NetSelect and InfoTouch each agree to cooperate fully with the other and to execute, deliver and/or file such further instruments, documents and agreements and to give such further written assurances, and to take any other action as may be reasonably requested by any other party to evidence, reflect and effect the LLC Merger described herein and contemplated hereby and to carry into effect the intent and purpose of the LLC Merger Agreement.
The closing under the L.L.C. Merger Agreement shall have occurred.