Consummation of the Sample Clauses

Consummation of the transactions contemplated by this Agreement in compliance with provisions of this Agreement will not result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance on, any property or assets of Licensee pursuant to any indenture, mortgage, deed of trust, agreement, corporate charter, bylaws, contract, or other instrument to which Licensee is a party or by which Licensee may be bound or any law, rule, regulation, qualification, license, order or judgment applicable to Licensee or any of its property.
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Consummation of the. Subject to the terms and conditions of this Agreement, each party hereto shall use its best efforts consistent with applicable legal requirements to cause the Closing to occur. Seller and its subsidiaries and each of their respective directors, officers and representatives shall file and agree to cooperate with Purchaser in filing, and Purchaser and its directors, officers and representatives shall, file and agree to cooperate with Seller and its subsidiaries in filing, any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required by Seller, on the one hand, and Purchaser, on the other hand, in connection with the consummation of the transactions contemplated by this Agreement and the performance by Seller and its subsidiaries of their businesses after such consummation, and in seeking necessary consultation with and prompt favorable action by any such Governmental Entity or third party.
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Consummation of the. Offer Section 1.4 CSFB Opinion Section 4.2 Deemed Per Share Offer Consideration Section 2.9(b) Delaware Act Section 1.4 Dissenting Stockholders Section 2.8(b) Effective Time Section 2.3 Employees Section 6.13(a) Employee Pension Benefit Plan Section 4.11(a) Employee Welfare Benefit Plan Section 4.11(a) Environmental Law Section 4.12(b) ERISA Section 4.11(a) ESPAP Section 6.13(e) Exchange Act Section 1.1(b) Exchange Agent Section 3.1
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Consummation of the transactions contemplated by this ------- Agreement (the "Closing") shall take place at the offices of counsel to the Companies in Birmingham, Michigan commencing as soon as possible after the execution of this Agreement when each of the other conditions set forth in Articles 6 and 7 have been satisfied or waived (but in no event more than five business days after satisfaction or waiver of the last of such conditions), and shall proceed promptly to conclusion, or at such other place, time and date as shall be fixed by mutual agreement between Parent and the Companies. The day on which the Closing shall occur is referred to herein as the "Closing Date." Each party will cause to be prepared, executed and delivered Certificates of Merger to be filed with the Secretary of State of Delaware and the Michigan Department of Consumer and Industry Services and all other appropriate and customary documents as any party or its counsel may reasonably request for the purpose of consummating the transactions contemplated by this Agreement. All actions taken at the Closing shall be deemed to have been taken simultaneously at the time the last of any such actions is taken or completed.
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Consummation of the transactions contemplated herein is contingent upon the fulfillment of all of the following conditions to the satisfaction of the parties: (a) the negotiation of mutually acceptable definitive purchase agreements and other definitive agreements related thereto; (b) receipt by King, X-X xxx PD of all required internal approvals and board of directors approvals; (c) receipt of any required approvals from relevant regulatory authorities or governmental agencies; (d) completion of a due diligence investigation by King and/or its agents of all matters surrounding each and all of the Assets; (e) a resolution of all legal and equitable matters relating to a transfer or continuation of labor at the Parkedale Facility; (f) negotiation and execution of a mutually acceptable manufacture and supply agreement, substantially on the terms outlined in paragraph 5 below, for those certain products not presently manufactured at the Parkedale Facility (collectively hereinafter, the "Non-Parkedale Products"); (g) negotiation and execution of a mutually acceptable manufacture and supply agreement, substantially on the terms outlined in paragraph 6 below, for those certain products presently manufactured at the Parkedale Facility which are not Assets (collectively hereinafter, the "W-L Xxxained Products"); and (h) negotiation of a transitional services agreement governing the transfer of operations at the Parkedale Facility from W-L xx King.
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Consummation of the transactions contemplated herein shall not be deemed a waiver of a breach of or inaccuracy in any representation, warranty or covenant or of any party's rights and remedies with regard thereto. No specific representation, warranty or covenant contained herein shall limit the generality or applicability of a more general representation, warranty or covenant contained herein. A breach of or inaccuracy in any representation, warranty or covenant shall not be affected by the fact that any more general or less general representation, warranty or covenant was not also breached or inaccurate.
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Consummation of the transactions contemplated by this Agreement would not cause the Operating Cash Flow Ratio of NewFalcon (as defined in the NewFalcon Agreement) immediately after the Closing to exceed 7.5:1.
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Consummation of the transactions contemplated hereby shall be subject to approval by the non-interested Directors of the Board of Tipperary.
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Related to Consummation of the

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • Consummation Subject to the terms and conditions provided herein, Seller agrees to use all reasonable efforts to take, or cause to be taken all actions and to do, or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by the Agreement in accordance with its terms; except that this covenant shall not require Seller to make any payment (other than filing fees) or incur any economic burden not provided for herein.

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Consummation of Sale The Selling Member shall have sixty (60) days following the expiration of the Tag-along Period in which to consummate the Tag-along Sale, on terms not more favorable to the Selling Member than those set forth in the Tag-along Notice (which such sixty (60)-day period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority). If at the end of such period the Selling Member had not completed the Tag-along Sale, the Selling Member may not then effect a Transfer that is subject to this Section 10.5 without again fully complying with the provisions of this Section 10.5.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • Consummation of Agreement It shall use its best efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement, to the end that the transactions contemplated by this Agreement shall be fully carried out.

  • CONDITIONS TO CONSUMMATION Section 5.1. Conditions to Each Party's Obligations. The respective -------------------------------------- obligations of each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions:

  • Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Purchase Agreement shall be consummated upon (i) Funding's receipt from VL Funding and the VL Funding Eligible Lender Trustee of a fully executed copy of the related Additional Purchase Agreement; and (ii) the payment by Funding to VL Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Purchase Agreement with respect to each Additional Loan.