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Contract analysis / letter-crs-transmittal-merger-agreement.docx
letter-crs-transmittal-merger-agreement.docx
1001-00004 · 8 clauses
High · 1 Medium · 0 Standard · 0
1. Agreement and Plan of Merger. Two (2) original counterparts of the Merger Agreement, e
1. Agreement and Plan of Merger. Two (2) original counterparts of the Merger Agreement, each executed by Parent (Ardent Apex Holdings Inc.) and Merger Sub (Ardent Apex Merger Sub Inc.) and dated as of March 24, 2025. Each counterpart bears original wet-ink signatures of the authorized signatories on behalf of Parent and Merger Sub.
2. Buyer's Disclosure Schedules. The Buyer's Disclosure Schedules to the Merger Agreement
2. Buyer's Disclosure Schedules. The Buyer's Disclosure Schedules to the Merger Agreement, delivered on behalf of Parent pursuant to Article V of the Merger Agreement, executed by an authorized officer of Parent. The Buyer's Disclosure Schedules are attached to each counterpart of the Merger Agreement and are incorporated therein by reference. Please note that PDF copies of all executed counterparts described above a
1. Company-Executed Counterparts of the Merger Agreement. Two (2) original counterparts o
1. Company-Executed Counterparts of the Merger Agreement. Two (2) original counterparts of the Merger Agreement, duly executed by Luminex Systems Holdings Inc., for delivery to Parent and for retention by Calderwood & Harkness on behalf of Parent and Merger Sub.
2. Company's Disclosure Schedules. The Company's Disclosure Schedules (i.e., the Seller's
2. Company's Disclosure Schedules. The Company's Disclosure Schedules (i.e., the Seller's/Target's Disclosure Schedules) to the Merger Agreement, duly executed and delivered by an authorized officer of Luminex Systems Holdings Inc. in accordance with Article IV of the Merger Agreement. We note that, pursuant to Section 10.14 of the Merger Agreement, the Company's Disclosure Schedules are required to be delivered conc
3. Confirmation of Board Approval. Written confirmation, in form reasonably satisfactory
3. Confirmation of Board Approval. Written confirmation, in form reasonably satisfactory to Parent, that the Board of Directors of Luminex Systems Holdings Inc. has duly adopted resolutions approving the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, and recommending that the stockholders of the Company approve and adopt the Merger Agreement and the Merger, in each case
4. Stockholder Written Consents or Approvals. Written consents or approvals of the stockh High
⚑ Indemnity / guarantee obligation
4. Stockholder Written Consents or Approvals. Written consents or approvals of the stockholders of Luminex Systems Holdings Inc. approving and adopting the Merger Agreement and the Merger, to the extent such consents or approvals are required under applicable law and the Company's organizational documents. As you are aware, the principal stockholders of the Company include Ridgeline Growth Equity Fund II LP (holding
1. Agreement and Plan of Merger, dated as of March 24, 2025 — two (2) original execution
1. Agreement and Plan of Merger, dated as of March 24, 2025 — two (2) original execution counterparts executed by Ardent Apex Holdings Inc. and Ardent Apex Merger Sub Inc.
2. Buyer's Disclosure Schedules to the Merger Agreement — executed by Ardent Apex Holding
2. Buyer's Disclosure Schedules to the Merger Agreement — executed by Ardent Apex Holdings Inc. cc (via email): Theodore "Ted" Hargrove, Co-Founder & Managing Partner, Ardent Capital Partners III LP, 399 Park Avenue, 42nd Floor, New York, NY 10022 Victoria Langford, Co-Founder & Managing Partner, Ardent Capital Partners III LP Sandra Tung, Partner, Calderwood & Harkness LLP Ryan Kowalski, Associate, Calderwood & Hark