Merger Partnership definition

Merger Partnership has the meaning set forth in the recitals to this Agreement.
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Merger Partnership has the meaning set forth in the Preamble.
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Merger Partnership means Oncor T&D Partners, LP, a Delaware limited partnership and a wholly-owned indirect Subsidiary of the Company.
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Examples of Merger Partnership in a sentence

  • Each Stockholder understands and acknowledges that Parent, Merger Partnership and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement and upon the representations and warranties, covenants and other agreements of such Stockholder contained in this Agreement.

  • This Article VIII and the agreements of the Company, the Partnership, Parent, Merger Sub and Merger Partnership contained in Article II (Effect on the Equity Interests of the Constituent Corporations; Exchange of Certificates), Section 7.3(a) (Fees and Expenses) and Section 5.10 (Indemnification, Exculpation and Insurance) shall survive the consummation of the Mergers.

  • Notwithstanding the foregoing, Parent, Merger Sub and Merger Partnership make no representation or warranty with respect to any information supplied by the Company, the Partnership, Xxxx or any of their respective Representatives or Affiliates for inclusion or incorporation by reference in the Proxy Statement.

  • This Agreement has been duly executed and delivered by Parent, Merger Sub and Merger Partnership and, assuming the due authorization, execution and delivery of this Agreement by the Company and the Partnership, constitutes a legal, valid and binding obligation of Parent, Merger Sub and Merger Partnership, enforceable against each of them in accordance with its terms (except to the extent that enforceability may be limited by applicable Bankruptcy Exceptions).

  • Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, there is no Action by or before any Governmental Entity pending or, to the knowledge of Parent, threatened against Parent, Merger Sub or Merger Partnership that seeks to enjoin, or would reasonably be expected to have the effect of preventing, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement.

  • Each of Parent, Merger Sub and Merger Partnership has all necessary limited liability company or similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

  • This Article VIII and the agreements of the Company, the Partnership, Parent, Merger Sub and Merger Partnership contained in Section 7.2 (Effect of Termination), Section 7.3 (Fees and Expenses) shall survive the termination of this Agreement.

  • Immediately prior to the Partnership Merger Effective Time, Parent will be the sole general partner of Merger Partnership, and the Surviving Company will be the sole limited partner of Merger Partnership.

  • No broker, investment banker, financial advisor or other Person, other than Barclays, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent, Merger Sub or Merger Partnership.

  • Accordingly, each of the Company, the Partnership, Parent, Merger Sub and Merger Partnership shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal or state court located in Dallas County in the State of Texas, this being in addition to any other remedy to which such party is entitled at law or in equity.


More Definitions of Merger Partnership

Merger Partnership means each partnership listed in the Steps Memorandum as a Merger Partnership, and "Merger Partnerships" means all such partnerships.
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Merger Partnership. Preamble "MERGER SUB" Preamble "MINORITY LIMITED PARTNERS" Recitals "MULTIEMPLOYER PLAN" Section 3.12(a) "NEW YORK COURTS" Section 9.9 "OP LP LLC" Recitals "OP LP LLC MEMBERSHIP INTERESTS" Recitals
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Related to Merger Partnership

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • Operating Partnership has the meaning set forth in the preamble.

  • MergerSub has the meaning set forth in the Preamble.

  • REIT means a “real estate investment trust” under Sections 856 through 860 of the Code.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • Blocker has the meaning set forth in the preamble.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Public-private partnership means an arrangement or agreement, occurring on or after January 1, 2017, between a procurement unit and one or more contractors to provide for a public need through the development or operation of a project in which the contractor or

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • Merger Sub II has the meaning set forth in the Preamble.

  • GP means Gottbetter & Partners, LLP.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

  • Limited partnership means a limited partnership registered or formed under any law in force in Singapore or elsewhere;

  • Limited liability partnership or “LLP” shall mean a Company governed by Limited Liability Partnership Act 2008 or as amended;

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Foreign limited partnership means a partnership formed under laws other than of this state and having as partners one or more general partners and one or more limited partners.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Partnership has the meaning set forth in the Preamble.