Merger Sub 3 definition

Merger Sub 3 has the meaning set forth in the Preamble.

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Merger Sub 3 has the meaning set forth in the Recitals.

Merger Sub 3 has the meaning specified in the introductory paragraph to this Agreement.

Examples of Merger Sub 3 in a sentence

• On the Closing Date, following the Acquisition, Merger Sub 3 will merge with and into the Company (the “Borrower Merger”), with the Company surviving such Borrower Merger.

• Each member interest of Merger Sub 3 issued and outstanding immediately prior to the Effective Time shall be converted into and become a newly issued member interest of POR, as the Surviving Entity.

• Member Interests that are owned by Verano, PubCo or any Company or any of their respective direct or indirect wholly owned subsidiaries (other than Merger Sub 2, Merger Sub 3 or Merger Sub 4) immediately prior to the Effective Time of each respective Company Merger shall remain outstanding and be unaffected by the Company Merger, and no Merger Consideration shall be delivered in exchange therefor.

• None of FSIC II, Merger Sub 1, Merger Sub 2, Merger Sub 3, FSIC III, FSIC IV or CCT II may rely on the failure of any condition set forth in this Article VIII to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate Merger 1A, Merger 2A or Merger 3A, as the case may be, and the Transactions related thereto.

• On the Closing Date, Merger Sub 3 will elect to be treated as a corporation for U.S. federal income tax purposes, effective as of the start of the day on the Closing Date and prior to the Acquisition Merger.

More Definitions of Merger Sub 3

Merger Sub 3 has the meaning specified in the introductory paragraph to this Agreement. “Minimum Extension Condition” has the meaning specified in Section 2.14(b). “Minimum Tender Condition” has the meaning specified in Section 2.16(b). “Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto. “Mortgage Policies” has the meaning specified in Section 6.13(b)(iv). “Mortgaged Properties” means each Material Real Property listed on Schedule 1.01B and after each other Material Real Property, if any, that is subject to a Mortgage delivered pursuant to Section 6.11 or Section 6.13. “Mortgages” means collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Lenders in form and substance reasonably satisfactory to the Collateral Agent. “Multiemployer Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which any Loan Party or any of its respective ERISA Affiliates makes or is obligated Exhibit 10.1

Merger Sub 3 means a Delaware corporation to be formed in connection with the Pre-Closing Acquisition, which shall initially be a wholly-owned subsidiary of the Company.

Merger Sub 3 is defined in the recitals to this Agreement.

Merger Sub 3 has the meaning set forth in the Preamble to this Agreement.

Merger Sub 3 collectively with Merger Sub 2 and Merger Sub 3, the “Merger Subs”), have entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”) to consummate the Mergers (as defined in the Business Combination Agreement) pursuant to the terms thereto; and

Merger Sub 3 has the meaning set forth in the introductory paragraph above.

Merger Sub 3 has the meaning specified in the introductory paragraph to this Agreement. “Minimum Extension Condition” has the meaning specified in Section 2.14(b). “Minimum Tender Condition” has the meaning specified in Section 2.16(b). “Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto. “Mortgage Policies” has the meaning specified in Section 6.13(b)(iv). “Mortgaged Properties” means each Material Real Property listed on Schedule 1.01B and after each other Material Real Property, if any, that is subject to a Mortgage delivered pursuant to Section 6.11 or Section 6.13. “Mortgages” means collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Lenders in form and substance reasonably satisfactory to the Collateral Agent. “Multiemployer Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which any Loan Party or any of its respective ERISA Affiliates makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions if a Loan Party would have liability thereto. - 37- Exhibit 10.1