Examples of Xxxxxxx Merger in a sentence
Upon the terms and subject to the conditions herein set forth and in the Merger A Agreement, Merger Sub shall be merged with and into Xxxxxxx ("Merger A") in accordance with the applicable provisions of the laws of the State of Delaware.
The Xxxxxxx Merger Agreement has been validly terminated and, except for Sections 7.2, 7.3 and 8 thereof, the Xxxxxxx Merger Agreement is of no further force or effect.
The Company has paid to Xxxxxxx the termination fee payable pursuant to the Xxxxxxx Merger Agreement (the "Company Termination Fee").
The persons who are the officers of Xxxxxxx Merger Sub immediately prior to the Effective Time shall be the officers and hold the same offices of Surviving Entity effective as of the Effective Time, each such person to hold office in accordance with the Governing Documents of Surviving Entity.
As a result of the Merger, the separate limited partnership existence of the Partnership shall cease and Xxxxxxx Merger Sub shall continue as the surviving limited liability company (“Surviving Entity”).
Contango, in its capacity as sole member of Xxxxxxx Merger Sub, has approved and adopted this Agreement and the transactions contemplated hereby.
At the Effective Time, by virtue of the Merger, the certificate of formation and limited liability company agreement of Xxxxxxx Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of formation and limited liability company agreement, respectively, of Surviving Entity as of and after the Effective Time (until thereafter amended as provided therein or by applicable Law).
None of Black & Xxxxxx, Xxxxxxx, Merger Sub or the Exchange Agent shall be liable to any Person in respect of any portion of the Exchange Fund delivered to a public official in compliance with any applicable abandoned property, escheat or similar Law.
Notwithstanding any other provision of this Agreement, Xxxxxxx, Xxxxxxx Merger Sub and Nine shall be entitled to deduct and withhold from amounts payable under this Agreement such amounts as are required to be deducted or withheld under applicable Laws for or on account of any Tax.
The Agent shall have received executed copies of the Xxxxxxx Merger Agreement (as in effect as of the First Amendment Effective Date) and any other documents related to the Xxxxxxx Merger reasonably requested by the Agent (at the direction of the Requisite Holders), each certified as being true and complete by a Responsible Officer of the Issuer.