Verano Merger definition

Verano Merger means the merger of LLC1 with and into Verano with Verano continuing as the surviving company in accordance with and under the laws of the State of Delaware and the Verano Agreement and Plan of Merger;
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Verano Merger has the meaning set forth in the Recitals.
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Verano Merger has the meaning ascribed thereto in the Plan of Arrangement;
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Examples of Verano Merger in a sentence

  • Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement or ancillary to the Arrangement.

  • Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger.

  • Notwithstanding the foregoing, the Parties do not make any representation, warranty or covenant to any other Party or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement, the Plan of Arrangement or the Ancillary Agreements.

Related to Verano Merger

  • Company Merger has the meaning specified in the Recitals hereto.

  • Merger has the meaning set forth in the Recitals.

  • First Merger has the meaning set forth in the Recitals.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Second Merger has the meaning set forth in the Recitals.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • EDFR means the Eurosystem Deposit Facility Rate, the rate on the deposit facility, which banks may use to make overnight deposits with the Eurosystem (comprising the European Central Bank and the national central banks of those countries that have adopted the Euro) as published on the Website of the European Central Bank;

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Consolidation means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

  • Bank Merger has the meaning set forth in Section 1.03.

  • Articles of Merger has the meaning set forth in Section 2.2.

  • Change in Ownership means change of ownership of the Bidder/Member in a Bidding Consortium by way of merger/ acquisition/ amalgamation/ reorganisation/ consolidation/ demerger;

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Share Exchange has the meaning set forth in Section 2.1.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Company Transaction means the consummation of

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • MergerSub has the meaning set forth in the preamble hereto.

  • Corporate Transaction means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Consummation means the occurrence of the Effective Date.