The Merger Is A Final Reorganization - amazonia.fiocruz.br

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This Agreement contemplates a reverse triangular merger of Merger Sub with and into Company in a transaction intended to qualify as a tax-free reorganization under Sections a l A and a 2 E of the Code. The board of directors of the Company the "Company Board" has a determined that The Merger Is A Final Reorganization Agreement and the transactions contemplated hereby, including the Merger, Fihal in the continue reading interests of the Company and its stockholders, b approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and c resolved to recommend adoption of this Agreement by the stockholders of the Company in accordance with the Delaware General Corporation Law the "DGCL". Following the execution of this Agreement, Reprganization Company shall seek to obtain, in accordance with Section of the DGCL, a written consent of its stockholders approving this Agreement, the Merger and the transactions contemplated hereby in accordance with Section of the DGCL.

The respective boards of directors of ALPP and Merger Sub have unanimously a determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of ALPP, Merger Sub and their respective stockholders, and b approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger.

Subject to the terms and conditions of this Agreement, Merger Sub will merge with and into Company the "Merger". Company shall be the corporation surviving the Merger after the. Closing, the "Surviving Corporation"and the separate corporate existence of Merger Sub shall cease after The Merger Is A Final Reorganization Closing. As soon as practicable following the execution of this Agreement, each Party will promptly prepare, execute and deliver to the others the various certificates, instruments, and documents referred to herein.

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The closing of the Merger will take place Effects Stuttering The of soon as practicable but no later than the fifth business day following the satisfaction or waiver link all conditions to the obligations of the Parties to consummate the transaction, other than conditions with respect to actions the respective Parties will take at the Closing itself, or such other time as the Parties may mutually determine the "Closing". Merger Certificate. The Surviving Corporation may, at any time after the Closing, take any action, including The Merger Is A Final Reorganization or delivering any document, in the name and on behalf of either Company or Merger Sub in order to carry out and effectuate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and Merter thereto, from and after the Effective Time, all property, rights, The Merger Is A Final Reorganization, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Reorganizatioj.

At the Closing, the officers and directors of Company immediately prior to the Effective Time shall resign, and the officers and Reorrganization of ALPP immediately prior to the Closing shall be appointed as officers and directors of Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. The foregoing conversion rights are subject in all respects to compliance by the Company with all applicable laws, rules and regulations. No fractional shares or scrip representing fractional shares shall be issued upon the automatic conversion. With respect to any fraction of a share called for upon the conversion exercise, an amount equal to such fraction multiplied by the Conversion Price shall be paid in cash to the holder of the ALPP Preferred Shares by ALPP. Https://amazonia.fiocruz.br/scdp/blog/gregorys-punctuation-checker-tool/difference-between-moral-relativism-and-moral-objectivism.php obligation of each of ALPP and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions.

A 1 - 5 is satisfied in all respects. ALPP may waive any condition specified in this Section 2.

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A if it executes a writing so stating at or The Merger Is A Final Reorganization to the Closing. Conditions to Company's Obligation. The obligation of Company to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:. B l - 3 is satisfied in all respects. Pre-closing Covenants. The Parties agree as follows with respect to the period from and after the execution of this Agreement until the Closing or termination of this Agreement:. Each of the Parties will use its commercially reasonable best efforts to prepare, execute and deliver all documents, take all actions and do continue reading things necessary, in order to propel, consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including the satisfaction, but not waiver, of all of the Closing conditions set forth in Section 2.

SEC and State Filings. Each of the Parties will, give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of Governmental Authorities in connection with the matters referred to herein.

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Further Cooperation. The filing Party in each instance will use its best efforts to respond to the comments of the SEC or any state Governmental Authorities on any filings and will make any further filings, including amendments and supplements, in connection therewith that may be necessary, with whatever information and assistance in connection with the foregoing filings the filing Party may reasonably request. Notice of Developments. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of its own representations and warranties in this Agreement.]