Examples of Merger Entities in a sentence
The parties hereby agree that the REIT shall have the right, in its sole discretion, to exclude any of the Forward REIT Merger Entities from the Mergers after the date hereof until the Effective Time, provided that the REIT shall provide prior written notice to such Forward REIT Merger Entity regarding such exclusion.
The Parties also acknowledge that the Mosaic Manager may be entitled to reimbursement of certain expenses incurred by the Mosaic Manager on behalf of the Mosaic Merger Entities and/or MREC Offshore, and it is intended that such expenses are accounted for in calculating the Mosaic Transaction Expenses.
The Scheme may be withdrawn from the NCLT before its sanction, upon the occurrence of the following events:(i) by mutual consent of the Transferor Company and the Transferee Company, acting through their respective Board of Directors; or(ii) by either of the Merger Entities, in accordance with the terms as agreed between the Merger Entities.
In the event the transactions contemplated by this Agreement do not occur, nothing in this Agreement shall be deemed to be or construed as an amendment or modification of, or commitment of any kind to amend or modify, the Organizational Documents of any of the Forward OP Merger Entities, which shall remain in full force and effect without modification.
In the event the transactions contemplated by this Agreement do not occur, nothing in this Agreement shall be deemed to be or construed as an amendment or modification of, or commitment of any kind to amend or modify, the Organizational Documents of any of the Forward REIT Merger Entities, which shall remain in full force and effect without modification.
In addition, if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of each of the Forward OP Merger Entities to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like.
The Parties acknowledge that the Mosaic Merger Entities and MREC Offshore have deferred and accrued management fees payable to the Incentive Parties in the amounts set forth on Section 1.2 of the Mosaic Disclosure Schedules (collectively, as such amount may be updated through the Closing Date, the “Closing Incentive Fee Amount”), which will be included as a Mosaic Transaction Expense for all purposes under this Agreement.
In addition, if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of each of the Forward REIT Merger Entities to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like.
The parties hereby agree that the Operating Partnership shall have the right, in its sole discretion, to exclude any of the Forward OP Merger Entities from the Mergers after the date hereof until the Effective Time, provided that the Operating Partnership shall provide prior written notice to such Forward OP Merger Entity regarding such exclusion.
Pursuant to the Merger Agreement, each of the Mosaic Merger Entities will, subject to the satisfaction of the closing conditions set forth in the Merger Agreement with respect to each merger, merge with and into Merger Sub (each a “Merger,” and, collectively, the “Mergers”), with Merger Sub being the surviving entity of each Merger (the “Surviving Company”).