Examples of Xxxxxxx Merger Sub in a sentence
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.
At the Effective Time, by virtue of the Merger and without any action on the part of Xxxxxxx or Xxxxxxx Merger Sub or the holders of Capital Stock of either of the foregoing, each unit of Capital Stock of Xxxxxxx Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Company.
Notwithstanding the foregoing, nothing in this Section 10.16 shall in any way limit or modify (x) any Financing Sources’ obligations to the MPT Parties under the Debt Commitment Letter or any obligation of any Financing Source to MPT Parties, or (y) any obligations of Xxxxxxx, Merger Sub or their Affiliates under or pursuant to the Merger Agreement.
Xxxxxx'x, Merger Sub and Rio have caused this Amendment to be signed by their respective duly authorized officers as of the date first written above.
The officers of Xxxxxxx Merger Sub in office immediately prior to the effective time of the Xxxxxxx Merger, together with such additional persons as may thereafter be elected, shall serve as the officers of the Xxxxxxx Surviving Corporation from and after the effective time of the Xxxxxxx Merger in accordance with the Bylaws of the Xxxxxxx Surviving Corporation.