Parent and Merger Clause Samples
The 'Parent and Merger' clause defines the roles and responsibilities of the parent company and the merger entity in a transaction. Typically, it clarifies which party will be responsible for specific obligations, such as regulatory filings, shareholder approvals, or post-merger integration tasks. For example, the parent may guarantee certain representations or ensure the merger entity fulfills its commitments. This clause ensures clear allocation of duties and accountability between the involved entities, reducing confusion and potential disputes during the merger process.
Parent and Merger. Sub acknowledge and agree that the Stockholder has entered into this Agreement in his capacity as a stockholder of Company and that this Agreement shall in no way restrict the Stockholder in such Stockholder's capacity as a director or officer of Company and the performance of such person's duties to Company and its stockholders.
Parent and Merger. Sub understand and acknowledge that the Shareholder is entering into this Agreement in reliance upon the foregoing agreement.
Parent and Merger. Sub hereby represent and warrant to the Company as of the date of this Agreement as follows:
Parent and Merger. Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Option will be registered under the Securities Act and that all such Shares will be issued in reliance upon an applicable exemption from registration under the Securities Act. Each of Parent and Merger Sub hereby represents and warrants to the Company that Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act). Merger Sub agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).
Parent and Merger. Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Option will be registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (together, the “Securities Act”) and that all such shares will be issued in reliance upon an applicable exemption from registration under the Securities Act. Each of Parent and Merger Sub hereby represents and warrants to the Company that Merger Sub is, and will be, upon the purchase of the Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).
Parent and Merger. Sub acknowledge and agree that the obtaining of the Financing, or any alternative financing, is not a condition to Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing or any alternative financing, subject to fulfillment or waiver of the conditions set forth in Article VII.
Parent and Merger. Sub agree that all rights to indemnification existing in favor of each Person (the "Indemnified Parties") who is at the Effective Time or prior thereto has been an employee, agent, director or officer of the Company and the Company Subsidiaries as provided in their respective charters, by-laws or resolutions identified in the Company Disclosure Schedule, in an agreement between an Indemnified Party and the Company or any of the Company Subsidiaries (which agreement is identified in the Company Disclosure Schedule) will survive the Merger and will continue in full force and effect for a period of not less than six years from the Effective Time. In the event any claim is asserted or made within such six-year period, all rights to indemnification in respect of any such claim will continue until final disposition thereof.
Parent and Merger. Subsidiary acknowledge and agree that all information received from or on behalf of the Company or any of the Company's Subsidiaries in connection with the Merger shall be deemed received pursuant to the Confidentiality Agreement and Parent and Merger Subsidiary shall, and shall cause their respective Affiliates and representatives, to comply with the provisions of the Confidentiality Agreement with respect to such information and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth herein.
Parent and Merger. Sub acknowledge and agree that neither the Company nor any of its Representatives shall have any liability to Parent or Merger Sub or any of their respective Representatives relating to or resulting from the use of the Information or any errors or inaccuracies contained therein or omissions therefrom, except for any liability resulting from the breach of the representations, warranties, covenants and agreements expressly set forth in this Agreement.
Parent and Merger. Sub (i) consent to and authorize the publication and disclosure by the Stockholder of Parent’s and Merger Sub's identity, the nature of Parent’s, Merger Sub’s and the Stockholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure and filing of this Agreement) and any other information, in each case, solely to the extent that it is required to be disclosed by applicable Law in any Statement on Schedule 13D or 13G (or amendments thereto) and any other filings with or notices to Governmental Entities required to be filed or made under applicable Law and (ii) agree promptly to give to such Stockholder any information that in the reasonable determination of the Stockholder is required for inclusion in any such documents. Parent and Merger Sub agree to promptly notify the Stockholder of any required corrections with respect to any information supplied by the Parent or Merger Sub specifically for use in any such document, if and to the extent that any such information shall have become false or misleading in any material respect.