Consummation of the Distribution Sample Clauses

Consummation of the Distribution. Xxxxxx will use its reasonable best efforts to consummate the Distribution on the Closing Date, subject to satisfaction of any and all conditions thereto as established between Xxxxxx and Spinco and compliance with applicable law.
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Consummation of the Distribution. The Guarantor will not obtain shareholder approval of the Distribution or consummate the Distribution unless (a) the Separation Transaction will be consummated in accordance with, in all material respects, the Form 10, the Letter Ruling and the Separation Tax Opinion; and (b) the Guarantor shall have received the Third Party Solvency Opinion. For the avoidance of doubt, a material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries or of the ADT Business that does not result from changes made by the Guarantor and its Subsidiaries in the composition of the business and assets subject to the Contribution shall not constitute a breach of the covenant contained in this Section 5.14.
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Consummation of the Distribution. Heinz will use its reasonable best efforts to consummate the Distribution on the Closing Date, subject to satisfaction of the conditions thereto set forth in the Separation Agreement.
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Consummation of the Distribution. The Distribution shall have become effective in accordance with the terms of the Reorganization Agreement and each of the agreements contemplated thereby. (e) No Injunctions, Litigation or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger, the Contribution or the Distribution shall be in effect and no such litigation or legal action other than the Ventxxxxx Xxxim shall have been threatened or shall be pending. No action, suit or other proceeding shall be pending by any Governmental Entity that, if successful, would restrict or prohibit the consummation of the Merger, the Contribution or the Distribution; provided, however, that International will not unreasonably withhold its waiver of the condition set forth in this sentence upon Compass' request in the event such an action, suit or other proceeding is pending with respect to the Merger alone. ARTICLE VIII
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Consummation of the Distribution. The Distribution shall have become effective in accordance with the terms of the Reorganization Agreement and each of the agreements contemplated thereby. (i)
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Consummation of the Distribution. The Distribution shall have become effective in accordance with the Distribution Agreement.
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Consummation of the Distribution. The shares of KRE shall --------------------------------- have been distributed to the KRI shareholders in accordance with the Distributions.
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Consummation of the Distribution. The Distribution, pursuant to the terms described in the Form 10, shall have been consummated.
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Related to Consummation of the Distribution

  • 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).

  • 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 Upon Closing in Escrow, subject to the terms and conditions of this Agreement, the Company will be obligated to purchase the Stock, and the Shareholders will be obliged to sell the Stock, at the purchase price specified in Section 1.3 below, on the Closing Date specified in Section 1.4 below.

  • Consummation of Agreement Buyer shall fulfill and perform in all material respects all conditions and obligations to be fulfilled and performed by Buyer under this Agreement and make every reasonable effort to cause the transactions contemplated by this Agreement to be fully carried out.

  • 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.

  • 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 Offer Purchaser (or Parent on Purchaser’s behalf) shall have accepted for payment all of the Shares validly tendered pursuant to the Offer and not validly withdrawn.

  • 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:

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

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