Consent to TINYpulse Merger Sample Clauses

Consent to TINYpulse Merger. Provided Borrowers comply with the terms and conditions of this Amendment and the Agreement after the date hereof, and subject to the satisfaction of the conditions set forth in Section 12 hereof, (i) Bank consents to Merger Sub’s merger with and into Tiny pursuant to the TINYpulse Merger Agreement, with Tiny being the sole surviving corporation in the Merger, and a wholly- owned subsidiary of Limeade, effective simultaneously with the closing of the Merger and immediately thereafter, for total aggregate merger consideration paid in cash at closing not to exceed Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) and with aggregate earnout payments not to exceed: an amount equal to the positive difference between $8,000,000 and Tiny’s ARR (as defined in the TINYpulse Merger Agreement) as follows: (a) dollar for dollar earnout payments for ARR in excess of $8,000,000 at the six (6) month anniversary of the closing of the TINYpulse Merger, (b) dollar for dollar earnout payments (less payments pursuant to clause (a)) for ARR in excess of $8,000,000 at the twelve (12) month anniversary of the closing of the TINYpulse Merger, and (iii) dollar for dollar earnout payments (less payments pursuant to clauses (a) and (b)) for ARR in excess of $8,000,000 at the eighteen (18) month anniversary of the closing of the TINYpulse Merger, (ii) Bank waives Borrowers’ failure to comply with Section 7.3 of the Agreement solely as a result of the TINYpulse Merger, and (iii) Bank waives Borrowers’ failure to comply with Section 6.12 and Section 7.7 of the Agreement solely on account of Limeade’s ownership of 100% of the Equity Interests of New Borrower. Bank does not consent to any failure by Borrowers to comply with any other provision of the Loan Documents, whether as a result of the TINYpulse Merger or otherwise. Bank does not waive Borrowers’ obligations under Section 7.3, Section 6.12 or Section 7.7 of the Agreement after consummation of the TINYpulse Merger, and Bank does not waive any other failure by a Borrower to perform its Obligations under the Loan Documents, whether as a result of the TINYpulse Merger or otherwise. This waiver is not a continuing waiver with respect to any failure to perform any Obligation after consummation of the TINYpulse Merger.
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Related to Consent to TINYpulse Merger

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Waiver; Consent This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto. No waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. Except to the extent otherwise agreed in writing, no waiver of any term, condition or other provision of this Agreement, or any breach thereof shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent breach of the same term, condition or provision, nor shall any forbearance to seek a remedy for any noncompliance or breach be deemed to be a waiver of a party’s rights and remedies with respect to such noncompliance or breach.

  • The Bank Merger Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB and all of the property, rights, powers and franchises of each of the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Merger.

  • Terms of Merger 2 2.1 Charter ....................................................... 2 2.2 Bylaws ........................................................ 2 2.3

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