Royale Merger Sub definition

Royale Merger Sub means Royale Merger Sub, Inc., a California corporation and direct, wholly-owned Subsidiary of Parent.

Royale Merger Sub has the meaning set forth in the preamble.

Royale Merger Sub means Royale Merger Sub, Inc., a California corporation and direct, wholly-owned Subsidiary of Parent. “Royale Merger Sub Shares” has the meaning set forth in Section 5.04(c). “Royale Parties” means Royale, Parent, Royale Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent and Matrix Merger Sub, Inc., a 13 California corporation and a direct, wholly-owned Subsidiary of Parent, together with their respective Subsidiaries. “Royale Preferred Stock” means the Series AA Convertible Preferred Stock of Royale. “Royale Shares” means shares of capital stock of Royale Energy, Inc. a California corporation. “Royale Stockholder” means a holder of Royale Common Stock or Royale Preferred Stock. “Royale Stockholders Meeting” has the meaning set forth in Section 6.02(b). “SEC” has the meaning set forth in Section 6.02(a). “SEC Reports” has the meaning set forth in Section 5.06. “Securities Act” means the Securities Act of 1933, as amended. “Section 351 Plan” means the Section 351 Plan of Merger and Exchange in the form attached hereto as Exhibit D. “Series B Preferred Stock” has the meaning set forth in the recitals. “Shares” means Royale Shares or Matrix Shares or shares of capital stock of any Constituent Corporation as the context may require. “Stockholder” means a Matrix Stockholder, a Royale Stockholder or a Parent Stockholder, as the context shall require. “Subsidiary” means, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries. “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any int...

Examples of Royale Merger Sub in a sentence

• Other than Parent, Royale Merger Sub and Matrix Merger Sub, the Royale Parties have no Subsidiaries.

• Each of Parent, Matrix Merger Sub and Royale Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

• All issued and outstanding shares of Royale Common Stock, Parent Shares, Royale Merger Sub Shares and Matrix Merger Sub Shares were issued in compliance with applicable Law.

• All issued and outstanding shares of Royale Common Stock, Royale Preferred Stock, Parent Shares, Royale Merger Sub Shares and Matrix Merger Sub Shares were issued in compliance with applicable Law.

• The Class P, Class CE-1, Class CE-2, Class R and Class R-X Certificates shall not be Book-Entry Certificates but shall be issued in fully registered certificate form.

• In the Merger, REF was merged into a newly formed subsidiary of Royale Energy , and Matrix was merged into a second newly formed subsidiary of Royale Energy pursuant to the Amended and Restated Agreement and Plan of Merger among REF , Royale Energy , Royale Merger Sub, Inc., (“Royale Merger Sub”), Matrix Merger Sub, Inc., (“Matrix Merger Sub”) and Matrix (the “Merger Agreement”).

• Xxxxxxx Xxxxxx, Xxxxx X Xxxxx Xxxxxxx, XX 00000 E-mail: xxxxxxx@xxxxxxxxx.xxx Attention: Xxxxxx Xxxxxx, Executive Vice President with a copy to: Xxxxxx Xxxxxx LLP 0000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxx 00000 E-mail: xxxxxxxx@xxxxxxxxxxxx.xxx Attention: Ephraim del Pozo If to Royale, Matrix Merger Sub or Royale Merger Sub: Royale Energy, Inc.

• Matrix, Matrix Oil Corporation and the three limited partnership affiliates of Matrix are called the “Matrix Entities.” The Merger had been previously approved by the respective holders of all outstanding capital stock of REF , Matrix, Royale Energy , Matrix Merger Sub and Royale Merger Sub on November 16, 2017, as previously reported in REF’s Current Report on Form 8-K dated November 16, 2017.

• Parent is newly-formed to hold all of the issued and outstanding stock of Royale Merger Sub, a California corporation and Matrix Merger Sub, a California corporation.

• Parent is newly-formed to hold all of the stock of Royale Merger Sub, a California corporation and Matrix Merger Sub, a California corporation.