Examples of Secondary Merger in a sentence
Stockholder Approval, to perform its obligations hereunder and to consummate the Secondary 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.
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).
There are no conditions or events since that notification that management believes have changed Nicolet's category.
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.
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.
All shares of Company Common Stock outstanding immediately prior to the Secondary Merger and owned by Blocker Corp.
After giving effect to the Initial Merger, the Secondary Merger and the Offering, the capitalization of the Company will be as set forth in the prospectus filed by the Company with the Securities and Exchange Commission with respect to the Offering.
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 Merger and Secondary Merger are intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code pursuant to the principles set forth in Revenue Ruling 2001-46, and this Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3.