Merger Sub 4 definition
Examples of Merger Sub 4 in a sentence
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.
Each member interest of Merger Sub 4 issued and outstanding immediately prior to the Effective Time shall be converted into and become a newly issued member interest of RVC, as the Surviving Entity.
The Promissory Note (1) shall bear simple interest at a rate of five percent (5.0%) per annum, payable in arrears at maturity, (2) shall mature on the first anniversary of the date of execution of the Promissory Note, (3) shall be full recourse to Parent and Merger Sub, (4) may be prepaid, at any time, in whole or in part, without premium or penalty, and (5) shall have no other material terms.
The Promissory Note (1) shall be due on the first anniversary of the issuance of the Top-Up Shares pursuant to this Section 2.4, (2) shall bear simple interest of 5% per annum, (3) shall be full recourse to Merger Sub, (4) may be prepaid, in whole or in part, at any time without premium or penalty and (5) shall have no other material terms.
The Promissory Note: (1) shall bear simple interest at a rate per annum equal to the “prime rate” (as published by The Wall Street Journal on the date of execution and delivery of the Promissory Note); (2) shall mature on the first anniversary of the date of execution of the Promissory Note; (3) shall be full recourse to Parent and Merger Sub; (4) may be prepaid, at any time, in whole or in part, without premium or penalty; and (5) shall have no other material terms.
Parent, Merger Sub #4 and RA School intend to effect a merger of Merger Sub #4 into RA School in accordance with this Agreement and the Indiana Business Corporation Law ("Merger #4").
Without limiting the generality of the foregoing, and subject thereto, at the Second Company Merger Effective Time, all the rights, privileges, powers, and franchises of and all property, real, personal and mixed, and all debts due to each of the First Company Merger Surviving Company and Merger Sub 4 shall be vested in the Surviving Company.
Each of Merger Sub 2 and Merger Sub 4 is, and has been at all times since its date of formation, classified as a disregarded entity for U.S. federal and applicable state and local income Tax purposes.
The Promissory Note (1) shall be due on the first anniversary of the Top-Up Closing, (2) shall bear simple interest of 5% per annum, (3) shall be full recourse to Merger Sub, (4) may be prepaid, in whole or in part, at any time without premium or penalty and (5) shall have no other material terms.
Merger Consideration; Conversion of Shares of Company Stock 4 Section 2.2 Merger Sub 4 Section 2.3 PIPE Investment 5 Section 2.4 Treatment of Company Options 5 Section 2.5 Section 16 Matters 5 Section 2.6 Tax Consequences of the Merger.