![]() (a) Subject to the terms and conditions hereof, at the Effective Time, the Merger Sub shall merge (the Merger) with and THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: WHEREAS, the Parties desire to make certain representations, warranties, covenants and other agreements in connection with the Merger. The Company immediately prior to the Effective Time will be converted into the right to receive the Merger Consideration (as defined below) as provided herein and WHEREAS, pursuant to the Merger, among other things, all of the issued and outstanding membership interests of WHEREAS, the Parent has approved this Agreement and the Merger in its capacity as the sole Subject to the conditions set forth herein The Merger is fair, advisable and in the best interests of their respective companies and equityholders and (ii) approved this Agreement and the transactions contemplated hereby, including the Merger (as defined below), upon the terms and WHEREAS, the boards of managers or directors, as applicable, of the Company, the Parent and the Merger Sub have each (i) determined that Otherwise defined herein have the meanings set forth in ARTICLE XI below. Solely in its capacity as and solely to the extent applicable, the Ultimate Parent, shall be referred to herein from time to time as a Party and collectively as the Parties. Capitalized terms used and not ![]() The Parent, the Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, and, Specified herein, The Cooper Companies, Inc., a Delaware corporation ( Ultimate Parent). Of the Parent (the Merger Sub), and GI Partners Acquisitions LLC, solely in its capacity as the representative for the Securityholders (as defined below) (the Representative), and, for the limited purposes Parent LLC, a Delaware limited liability company (the Company), CooperSurgical, Inc., a Delaware corporation (the Parent), Bruin Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 6, 2021, is made by and among GI Generate Non-Survival of Representations, Warranties, Covenants and AgreementsĬonfidentiality Press Releases and Communications Indemnification of Officers and Directors of the CompanyĬonditions to the Parents and the Merger Subs Obligations Payoff Letters, Lien Releases and Invoices Parent and Ultimate Parent Financial Resources No Other Representations or Warranties Non-RelianceĪRTICLE IV REPRESENTATIONS AND WARRANTIES OF ULTIMATE PARENT, THE PARENT AND Effect on Membership Interests of the Merger SubĮxchange of Company Units Procedures for OptionsĪRTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANYĪuthorization No Breach Valid and Binding AgreementĪbsence of Certain Developments Undisclosed Liabilities
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