Secondary Merger definition
Examples of Secondary Merger in a sentence
The Secondary Merger Agreement shall have been fully executed and no condition to the affectation of the Secondary merger will remain unsatisfied (other than affectation of the Merger).
The Company Common Stock to be issued as a result of the Secondary Merger has been duly authorized and, when issued as contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Neither Parent nor the Company has Knowledge of any facts or circumstances or will take or omit to take any action if such fact, circumstance, action or omission would cause the Merger and Secondary Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code (e.g., as a result of a failure to meet the continuity of business enterprise requirement of Treasury Regulation Section 1.368-1(d), or otherwise).
The Secondary Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Secondary Merger becomes effective is herein referred to as the “Effective Time”).
The closing of the Secondary Merger (the “Closing”) shall take place immediately upon the satisfaction or waiver of the conditions to closing set forth in Article V hereof (the “Closing Date”), at the offices of Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇, unless another time, date or place is agreed to by the parties hereto.
All representations and warranties contained in this Agreement shall terminate as of the Secondary Merger, except the representations and warranties contained in Section 3.3, Section 3.4 and Section 4.3 of this Agreement, which shall survive the Secondary Merger.
The Secondary Merger shall have the effects set forth in the DGCL.
Neither the Target nor Opco shall have any rights or obligations hereunder until the consummation of the Merger, in the case of the Target and the Secondary Merger, in the case of Opco, and, in each case, any representations and warranties of the Target or Opco, as the case may be, hereunder shall not become effective until such time.
Further, each party hereto shall cause all Tax Returns relating to the Mergers to be filed on the basis of treating the Merger and Secondary Merger as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.
Immediately following the Secondary Merger, the Surviving LLC shall be a wholly-owned subsidiary of Parent, and shall at all times be a disregarded entity for United States federal and state income tax purposes.