Examples of Pubco Merger Sub 1 in a sentence
Pubco shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of Pubco in such capacity, certifying as to the satisfaction of the conditions specified in Sections 9.3(a), 9.3(b) and 9.3(c) with respect to Pubco, Merger Sub 1, and Merger Sub 2, as applicable.
In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, Purchaser, Pubco, Merger Sub 1 and Merger Sub 2 shall, and shall cause their respective Representatives to, promptly deliver to the Company or destroy (at Purchaser’s election) any and all copies (in whatever form or medium) of the Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon.
Each of Pubco, Merger Sub 1, and Merger Sub 2 has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Company and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company for such purpose.
Pubco has heretofore made available to Purchaser and the Company accurate and complete copies of the Organizational Documents of Pubco, Merger Sub 1, and Merger Sub 2, each as currently in effect.
Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, Pubco, Merger Sub 1, Merger Sub 2 or any of their respective Affiliates.
Each of Pubco, Merger Sub 1, and Merger Sub 2 is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary.
The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco, Merger Sub 1 and Merger Sub 2 and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco, Merger Sub 1 and Merger Sub 2 for such purpose.
Each of Pubco, Merger Sub 1, and Merger Sub 2 has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Purchaser, Pubco, Merger Sub 1 and Merger Sub 2 shall have performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.
Pubco, Merger Sub 1, and Merger Sub 2 are exempt companies duly incorporated, validly existing and in good standing under the DGCL.