Merger Sub Interests definition
Examples of Merger Sub Interests in a sentence
There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote.
All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights.
Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries.
All of the issued and outstanding Merger Sub Interests are owned by Parent.
Merger Sub does not have issued or outstanding any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Merger Sub to issue, transfer or sell any Merger Sub Interests to any person, other than Parent.
Subject to the terms and conditions of this Agreement, by virtue of the Merger and without the need for any further action on the part of any of the Parties, all of the Merger Sub Interests issued and outstanding immediately prior to the Effective Time shall be converted into the right of Gallery to receive the Merger Consideration.
As of the date hereof, all of the Merger Sub Interests are indirectly owned by Purchaser (through New Pubco), free and clear of all Encumbrances (other than Permitted Encumbrances).
As of the date hereof, New Pubco is the sole member of Purchaser Merger Sub and Blocker Merger Sub and one hundred percent (100%) of the limited liability company interests of Purchaser Merger Sub (the “Purchaser Merger Sub Interests”) and one hundred percent (100%) of the limited liability company interests of Blocker Merger Sub (the “Blocker Merger Sub Interests”, and together with the Purchaser Merger Sub Interests, the “Merger Sub Interests”) are issued and outstanding.
Section 5.6 Capitalization of the Merger Sub; Interests in the Company.
The issued and outstanding Delaware LLC Merger Sub Interests (all of which will be held by Parent) shall remain as the membership interests of the Second Merger Surviving Entity.