Examples of Pubco Sub in a sentence
Pubco Sub was formed solely for the purpose of engaging in the transactions contemplated by this Merger Agreement and has engaged in no other business activities and has conducted its operations only as contemplated hereby.
Upon the terms and subject to the conditions set forth in this Merger Agreement, and in accordance with Iowa Law, at the Effective Time (as defined in Section 1.02 below) Pubco Sub shall be merged with and into the Company.
Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Pubco Sub and the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Pubco Sub and the Company shall become the debts, liabilities and duties of the Surviving Corporation.
The directors of Pubco Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, and the officers of Pubco Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Other than Pubco Sub (which is a wholly-owned subsidiary of Pubco), no Pubco Entity has any Subsidiary or any indirect interest in any Person.
Each of XxXxxx and Pubco Sub has the full and unrestricted corporate power and authority to execute and deliver this Merger Agreement and to carry out the transactions contemplated hereby.
Each of XxXxxx, Pubco Sub and XxXxxx'x Significant Subsidiaries is duly qualified to conduct business as a foreign corporation and is in good standing in the states, countries and territories in which the nature of the business conducted by it or the character of the Assets owned, leased or otherwise held by it makes such qualification necessary, except where the absence of such qualification as a foreign corporation would not have a XxXxxx Material Adverse Effect (as defined in Article X).
No representation or warranty by XxXxxx or Pubco Sub, and no Document furnished or to be furnished to the Company by XxXxxx or Pubco Sub pursuant to this Merger Agreement or otherwise in connection herewith or with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Pubco and Pubco Sub are duly incorporated, validly existing and in good standing under the ABCA and the BCBCA, respectively.
Pubco, Verano, BC Newco, Fxxxx and Pubco Sub have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.