Second Merger Recitals Sample Clauses
The Second Merger Recitals clause serves to set out the background and context for a second merger transaction within an agreement. It typically outlines the parties involved, the intent to merge, and references any prior related transactions or agreements, providing a narrative framework for the subsequent legal provisions. By clearly stating the circumstances and objectives of the second merger, this clause ensures all parties share a common understanding of the transaction’s purpose and scope, thereby reducing ambiguity and supporting the interpretation of the agreement.
Second Merger Recitals. Second Merger Documents Section 2.1(f)(i) Second Merger Effective Time Section 2.1(f)(i) Second Merger Surviving Company Section 2.1(f)(ii) Signing Filing Section 6.4(b) Signing Press Release Section 6.4(b) Sponsor Recitals Sponsor Letter Agreement Recitals Sponsor Shares Recitals Sponsor Warrants Recitals Staff Section 5.12(d) Statement Section 5.12(d) Subscription Agreements Recitals Termination Date Section 8.1(e) TopCo Introduction TopCo Board Section 6.15(a) TopCo Incentive Equity Plan Section 6.10 Transaction Proposals Section 6.8 Transition Services Agreement Section 6.18(d) Trust Account Section 9.18 Trust Account Released Claims Section 9.18 Trust Agreement Section 5.8 Trustee Section 5.8 Warrant Assumption Agreement Section 2.5
Second Merger Recitals. Second Merger Sub Preamble Securities Act 4.5(b) Stock Purchase Agreement Recitals Subsidiary 8.6(s) Surviving Company 2.2 Takeover Laws 4.20 Target Parent Net Cash 3.1(a)(i)(S) Tax Action 4.15(c) Tax Return 8.6(t) Taxes 8.6(u) Trade Secrets 8.6(g) Transaction Expenses 8.6(v) Upper Parent Net Cash Amount 3.1(a)(i)(T) Upper Target Parent Net Cash 3.1(a)(i)(U) WARN Act 4.13(d) Withholding Agent 3.4 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 28, 2021, by and among CATABASIS PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), CABO MERGER SUB I, INC., a Delaware corporation (“First Merger Sub”), CABO MERGER SUB II, LLC, a Delaware limited liability company (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and QUELLIS BIOSCIENCES, INC., a Delaware corporation (the “Company”).
Second Merger Recitals. Second Merger Effective Time 1.4
Second Merger Recitals. Second Surviving Company 1.1(a) Shelf Registration Statement 6.7(a) Stock Letter of Transmittal 2.2(b) Stockholder Indemnitees 7.2(b) Stockholder Notice 6.4(b) Stockholder Representative Preamble Tangible Assets 4.9 Tax Contest 6.8(d)(i) Third-Party Claim 7.5(a) Total Parent Shares 2.6(b) Transfer Taxes 6.8(c) Unvested Options 2.4(b) Voting and Support Agreements Recitals Waived 280G Benefits 6.12 WKSI 5.8 Works 4.15(c)
Second Merger Recitals. Separation Agreement 1.2(b)(xvii) Significant Supplier 2.20 Special Representations 8.3(b) Spreadsheet 5.8(a) SRS Engagement Agreement 8.7(b)
Second Merger Recitals. Significant Channel Customers 4.23(b) Significant Direct Customers 4.23(a) Signing Filing 5.14(b) Signing Press Release 5.14(b) Specified Courts 9.6
Second Merger Recitals. Second Surviving Corporation Section 1.1(b) Share Consideration 2.1(a)(i) STB Recitals STB Approval Application 5.8(c)(i) STB Final Approval 5.8(c)(i) STB Voting Trust Approval Recitals Surviving Merger Sub Preamble Termination Date 5.1(a) Voting Trust Recitals Voting Trust Agreement Recitals Voting Trust Transaction Recitals
Second Merger Recitals. Secretary Certificate 1.5(a)(iv) Section 280G Payments 6.6(b) Selling Stockholder 5.6(a) Selling Stockholder Questionnaires 5.6(a) Shrink-Wrap Software 3.12(a)(xviii) Standard Form Agreements 3.12(c)(i) Standard Offer Letter 3.20(a) Statement No. 5 3.7(d) Stockholder Notice 5.1(b) Stockholder Representative Preamble Stockholder Representative Group 8.6(b) Subsidiary Ownership Interests 3.3(b) Systems 3.12(n) Tax Attribute 8.2(c) Tax Claim 5.2(e)(i) Technology 3.12(a)(xix) Terminated Agreements 6.12 Third-Party Claim 8.5 Third-Party Notice 8.5 Top Customers 3.25(a) Top Resellers 3.25(a) Top Suppliers 3.25(a) Trade Laws 3.23 Transaction Communications 10.14 United States Real Property Holding Corporation 3.9(a)(viii) Unresolved Matters 2.9(b) Warrant Cancellation Agreement 2.1(c) willful breach 9.2 In Witness Whereof, Parent, the Merger Subs, the Company and the Stockholder Representative have caused this Agreement to be signed, all as of the date first written above. By: _________________________________ Name: Title: By: _________________________________ Name: Title: By: _________________________________ Name: Title: In Witness Whereof, Parent, the Merger Subs, the Company and the Stockholder Representative have caused this Agreement to be signed, all as of the date first written above. By: _________________________________ Name: Title: In Witness Whereof, Parent, the Merger Subs, the Company and the Stockholder Representative have caused this Agreement to be signed, all as of the date first written above. FORTIS ADVISORS LLC, solely in its capacity as the Stockholder Representative By: _________________________________ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director
Second Merger Recitals. Section 280G Payments 5.14 Security Breach 2.11(d) Shortfall Amount 1.6(f)(A) Significant Originator 2.21(c) Significant Payor 2.21(a) Significant Supplier 2.21(b)
Second Merger Recitals. Section 280G Payments 5.15 Spreadsheet 5.8 Statutory Notice 5.1(c) Stipulated Amount 8.6(b)