Examples of Parent Company Merger in a sentence
In the event of termination of this Agreement as provided in Section 7.1, there shall be no liability or obligation on the part of Parent, Company, Merger Sub or their respective officers, directors or stockholders, except to the extent that such termination results from the breach by a party of any of its representations, warranties or covenants set forth in this Agreement; provided that the provisions of Section 7.1 shall remain in full force and effect and survive any termination of this Agreement.
Except as provided in the Merger Agreement, no broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder for which Parent, Company, Merger Subsidiary, the Surviving Corporation or any of their Subsidiaries could be or become liable.
Parent, Company Merger Sub and Blocker Merger Sub each has heretofore made available to the Company complete and correct copies of its certificate of incorporation or certificate of formation, as applicable, and bylaws or limited liability company agreement, as applicable, each as amended to date, and each such document is (x) in full force and effect and (y) has not been amended in any respect from the copy made available to Parent.
The execution and delivery of this Agreement and the Ancillary Agreements by Parent, Company Merger Sub and Blocker Merger Sub and the consummation by Parent, Company Merger Sub and Blocker Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company action on the part of each of Parent, Company Merger Sub and Blocker Merger Sub, other than with respect to Parent the receipt of the Parent Stockholder Approval.
This Agreement shall automatically terminate upon: (a) the termination of the Parent Company Merger Agreement; or (b) the mutual written consent of First Mid Bank and Soy Capital.
Parent Company Merger In June 1997, Paymentech's former indirect parent company, First USA, Inc., merged with and into Banc One resulting in Banc One becoming the indirect owner of 55% of the Company's outstanding common stock.
In rendering such opinion, Testx, Xxrwxxx & Xhibxxxxx, XXP may require and rely upon (and may incorporate by reference) representations and covenants, including those contained in certificates of officers of Parent, Company, Merger Sub and others.
In rendering such opinion, Brobxxx, Xxleger & Harrxxxx XXX may require and rely upon (and may incorporate by reference) representations and covenants, including those contained in certificates of officers of Parent, Company, Merger Sub and others.
Notwithstanding the foregoing, neither the Concurrent Financing Transactions nor a Parent Company Merger shall constitute a Change of Control.
Notwithstanding anything in this Agreement to the contrary, if any income Tax is imposed on any of Parent, Company, Merger Sub or Successor Sub as a result of the Mergers, then Parent and Successor Sub shall solely bear such Tax, and the imposition of such Tax shall not constitute a breach of any representation, warranty or covenant by any Party to this Agreement.