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First, the Texas divisive merger law defines a divisive merger as occurring without "any transfer or assignment". [1] Without a transfer, there can be no fraudulent transfer. However, this issue has never been fully litigated, and courts could conclude that a Texas divisive merger meets the definition of a transfer regardless of the language in ...
A shotgun clause (or Texas Shootout Clause [1]) is a term of art, rather than a legal term. It is a specific type of exit provision that may be included in a shareholders' agreement, and may often be referred to as a buy-sell agreement. The shotgun clause allows a shareholder to offer a specific price per share for the other shareholder(s ...
An integration clause (merger clause) can express that the agreement is complete and fully integrated. "There are no extraneous agreements or other understandings between the parties. The entire agreement is contained within the four corners of this document and any dispute to the meaning contained therein will be governed by this document."
As part of the proposed merger, 579 Kroger and Albertsons stores across the country would be sold to New Hampshire-based C&S Wholesale Grocers for $2.9 billion. Among the stores on the divestiture ...
The merger doctrine in civil procedure stands for the proposition that when litigants agree to a settlement, and then seek to have their settlement incorporated into a court order, the court order actually extinguishes the settlement and replaces it with the authority of the court to supervise the behavior of the parties. [1]
In contract law, an integration clause, merger clause, (sometimes, particularly in the United Kingdom, referred to as an entire agreement clause) [1] is a clause in a written contract which declares that contract to be the complete and final agreement between the parties. It is often placed at or towards the end of the contract.
A merger control regime is described as "mandatory" when filing of a transaction is compulsory. Mandatory regimes normally also contain a so-called "suspensory clause", which implies that the parties to a transaction are indefinitely prevented from closing the deal until they have received merger clearance.
Texas judge temporarily blocks parts of SCOPE Act On July 30, tech groups NetChoice and the Computer and Communications Industry Association filed a lawsuit to block the law, claiming it ...