Mergers definition
Examples of Mergers in a sentence
In connection with the Mergers, holders of Membership Interests will receive in exchange for such stock, directly or indirectly, Series A Preferred Stock constituting at least 40% of the aggregate consideration received by such holders in respect of the Mergers.
Neither Merger Sub 1 nor Merger Sub 2 will have any liabilities that will be assumed by the Company in the Mergers and Merger Sub 1 nor Merger Sub 2 will not transfer any assets to the Company in the Mergers that are subject to any liabilities Section 5.11.
The consummation of the Mergers as contemplated by this Agreement (the “Closing”) shall occur by electronic exchange of signature pages and wiring of funds on the date hereof, or at such other time and date as the parties may mutually agree in writing (the date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date”).
For federal income Tax purposes, the Mergers are intended to constitute a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder.
Neither Parent nor Xxxxxx Sub 2 has agreed to assume, nor will it directly or indirectly assume, any other expense or other liability, whether fixed or contingent, of any holder of Membership Interests, nor will Purchaser acquire in the Mergers any Membership Interests subject to any liabilities.