Examples of LP Merger Sub in a sentence
Each of Parent, EQM LP, Merger Sub, the Surviving Entity and the Exchange Agent are entitled to deduct and withhold from any amounts, including the Merger Consideration, payable pursuant to this Agreement to any Person such amounts as Parent, EQM LP, Merger Sub, the Surviving Entity or the Exchange Agent reasonably deems it is required to deduct and withhold under the Code or any provision of state, local, or foreign Tax Law, with respect to the making of such payment.
Such deduction and withholding may be taken in securities, in which case Parent, EQM LP, Merger Sub, the Surviving Entity or the Exchange Agent, as applicable, shall be treated as having sold such securities for an amount of cash equal to the fair market value of such securities at the time of such deemed sale.
Neither Merger Sub nor L.P. Merger Sub has incurred nor will it incur any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof, and the consummation of the transactions contemplated hereby, including the REIT Merger and the OP Merger.
Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Effective Time, LP Merger Sub shall be merged with and into WMLP and the separate existence of LP Merger Sub shall thereupon cease.
None of Xxx, Topco, Canadian LP, Merger Sub, Polaris, the Surviving Corporation or the Exchange Agent or any of their respective Affiliates shall be liable to any Person in respect of any portion of the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.
None of Xxx, Topco, Canadian LP, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.
LP Merger Sub has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Merger, the GP Merger and the other transactions contemplated by this Agreement.
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Following such approval, (A) the members of TMLP GP approved this Agreement, the other Transaction Documents to which TMLP GP is a party and the transactions contemplated hereby and thereby, including the GP Merger, by written consent, and (B) TMLP, as the sole member of each of LP Merger Sub and GP Merger Sub, executed and delivered the LP Merger Sub Member Consent and the GP Merger Sub Member Consent.
As of the date hereof, all of the issued and outstanding equity interests of L.P. Merger Sub are owned beneficially and of record by Merger Sub, free and clear of all Encumbrances (other than those created by this Agreement and the transactions contemplated hereby).