Merger Sub III definition
Examples of Merger Sub III in a sentence
Neither Parent nor the Merger Subs may rely on the failure of any condition set forth in Section 7.01 or Section 7.02 to be satisfied if such failure was primarily caused by the failure of Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III to use the requisite efforts to cause the Closing to occur as required by this Agreement.
The parties acknowledge and agree that the Company Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent, Merger Sub Inc., Merger Sub I, Merger Sub II and Merger Sub III in the circumstance in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Mergers.
Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement.
Each issued and outstanding limited partner interest of Merger Sub I, Merger Sub II and Merger Sub III issued and outstanding immediately prior to the LP Mergers Effective Time shall be converted into and become one (1) Class A Common Unit of the applicable Surviving Limited Partnership, and the holder of such limited partner interest of Merger Sub I, Merger Sub II and Merger Sub III shall be admitted as a limited partner of each Surviving Limited Partnership.
This Amended and Restated Limited Liability Company Agreement (“Agreement”) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Capital LLC (the “LLC”), effective as of April 23, 2013 (the “Effective Date”), is entered into by HA Merger Sub III LLC, as the sole member of the LLC (the “Member”).
All of the authorized partnership interests in each of Merger Sub I, Merger Sub II and Merger Sub III consists of one (1) unit, which is validly issued and outstanding.
As a result of the LP Mergers, the separate existence of Merger Sub I, Merger Sub II and Merger Sub III shall cease and each Operating Partnership shall continue its existence as a surviving partnership and a Subsidiary of Parent (or a direct or indirect wholly owned Subsidiary of Parent) under the Laws of the State of Delaware.
Immediately following the Fourth Effective Time, Fluent will have sufficient funds to pay all cash amounts required to be paid by it or Merger Sub III in connection with the Fourth Merger, including the cash portion of the Fourth Merger Consideration and all payments, fees and expenses related to or arising out of the Fourth Merger.
From and after the Effective Time, each certificate evidencing shares of Merger Sub III Common Stock shall evidence ownership of such shares of common stock of Tucson Motorcycles (as the Surviving Corporation).
The certificates of incorporation and bylaws of the surviving corporations, in each case as in effect on the Effective Date, shall be the certificates of incorporation and bylaws of Merger Sub I, Merger Sub II, Merger Sub III, Merger Sub IV and Merger Sub V, respectively, except that the first Article of each such certificate of incorporation shall be amended to amend the name of the surviving corporation.