Examples of Spinco Merger in a sentence
Parent shall use commercially reasonable efforts to cooperate with Spinco and its Affiliates to effect the transition of Services to Spinco, Merger Partner or its Affiliates, or any other qualified service provider as Spinco may designate from time to time to replace any of the Services under this Agreement.
None of RMT Parent, LMC, Spinco, Merger Sub, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any portion of the Exchange Fund (or dividends or distributions with respect to RMT Parent Common Stock) or any cash delivered to a public official in accordance with any applicable abandoned property, escheat or similar law.
Parent, Spinco, Merger Sub and Company have caused this Agreement to be executed by their respective officers thereunto duly authorized, each as of the date first written above.
Notwithstanding the foregoing, Holdings shall not be a party hereto and shall not have any rights or obligations hereunder until the effective time of the Spinco Merger.
For the avoidance of doubt, no representation or warranty is made by Buyer or Buyer Sub with respect to any statements made or incorporated by reference in the Merger Partner Proxy Statement based on information supplied, or required to be supplied, by or on behalf of Remainco, Spinco, Merger Partner or any of their respective Affiliates for inclusion, use or incorporation by reference in the Merger Partner Proxy Statement.
None of the Parent, TDCC, Spinco, Merger Sub, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any Merger Consideration from the Exchange Fund (or dividends or distributions with respect to Parent Common Stock) or other cash delivered to a public official pursuant to any abandoned property, escheat or similar Law.
None of TWDC, Company, Spinco, Merger Sub, the Surviving Corporation or the Exchange Agent shall be liable to any holder of shares of Spinco Common Stock for any shares of Company Common Stock (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Subject to the respective rights and obligations of Parent, Spinco, Merger Sub and Company under this Agreement, each of the parties hereto shall use its commercially reasonable efforts to effectuate the Merger, the Separation, the Redemption and the other transactions contemplated hereby, and to fulfill and cause to be fulfilled the conditions to the other parties' obligations to proceed with the closing under this Agreement.
The mere inclusion of an item in the relevant Disclosure Schedule as an exception to a representation, warranty or covenant shall not be deemed an admission by a party that such item represents a material exception or material fact, event or circumstance or that such item has had or would have a Material Adverse Effect with respect to Alberto-Culver, Regis, Spinco, Merger Sub, Subco or any Subsidiary of the foregoing, as applicable.
Fractional Shares of Spinco Sub Common Stock will not be distributed in the Distribution or the Spinco Merger, as applicable, nor credited to book-entry accounts.