Consummation of Merger Sample Clauses
The Consummation of Merger clause defines the point at which the merger transaction between two entities is officially completed and all closing conditions have been satisfied. In practice, this clause outlines the specific actions, such as the exchange of shares, payment of consideration, and filing of necessary documents with regulatory authorities, that must occur for the merger to take effect. Its core function is to provide a clear and enforceable framework for finalizing the merger, ensuring that both parties understand when their rights and obligations under the agreement become effective.
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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.
Consummation of Merger. The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing under this Agreement, in accordance with the terms of the Merger Agreement, in the form provided to counsel to the Lead Arrangers at 12:42 p.m. Houston time on July 12, 2019, which such Merger Agreement shall not have been amended or waived in any respect by the Borrower or any of its Affiliates, nor shall the Borrower or any of its Affiliates have given a consent thereunder, in each case in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned); provided that any adjustment of exchange ratios in respect of the purchase price shall not be deemed to be materially adverse to the Lenders.
Consummation of Merger. The closing of the Merger (the "Closing") will take place (i) at 10:00 a.m. (local time) at the principal executive offices of FirstMerit as promptly as practicable after the date on which all of the conditions set forth in Article 6 are satisfied or duly waived, or (ii) at such other time and place and on such other date as FirstMerit and CoBancorp may agree.
Consummation of Merger. (i) All conditions to the Merger set forth in the Merger Agreement as in effect on the Merger Date shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Agents and Requisite Lenders;
(ii) the Merger shall have become effective in accordance with the terms of the Merger Agreement and the Delaware General Corporation Law;
(iii) Administrative Agent shall have received satisfactory evidence of the filing of the documents with the Secretary of State of the State of Delaware effecting the Merger on the Merger Date;
(iv) the aggregate cash consideration for the shares of DAH Common Stock to be acquired in any manner whatsoever in connection with the Tender Offer and the Merger shall not exceed $182,100,000;
(v) Transaction Costs incurred as of the Merger Date (including any such amounts incurred on or before the Closing Date) shall not exceed $16,300,000;
(vi) Administrative Agent shall have received satisfactory evidence that the Second Merger will occur immediately after the Merger on the Merger Date; and
(vii) Administrative Agent shall have received an Officers' Certificate of Company to the effect set forth in clauses (i)-(vi) above.
Consummation of Merger. The Merger shall have been consummated in accordance with the terms and conditions of the Merger Agreement.
Consummation of Merger. For the avoidance of doubt, the effectiveness of this Agreement shall be subject to the consummation of the Merger. If the Merger does not occur, this Agreement shall be of no force and effect.
Consummation of Merger. It is understood that notwithstanding the execution and delivery of signature pages by Norvax with respect to this Agreement and the other Loan Documents prior to the effectiveness of the Merger, Norvax shall not be deemed to be a party to this Agreement or any other Loan Document until the consummation of the Merger. Upon consummation of the Merger, this Section 9.23 shall be of no further force or effect.
Consummation of Merger. Each Stockholder hereby gives any and all consents and waivers that are required for the consummation of the Merger under the terms of any agreements to which such Stockholder is a party or pursuant to any rights such Stockholder may have, in any case only in such Stockholder’s capacity as the holder of the Shares (and specifically excluding, for example, any agreement or rights such Stockholder may have pursuant to any employment or severance agreement).
Consummation of Merger. 15 SECTION 2.12 Closing.................................................................... 15 SECTION 2.13 Actions at the Closing..................................................... 16 ARTICLE III
Consummation of Merger. This Agreement shall be of no force and effect if the Merger is not consummated.