Consummation of the Tender Offer Sample Clauses

Consummation of the Tender Offer. The conditions included in Section B.9 of the Tender Offer Prospectus have been satisfied or waived such that the Tender Offer becomes or is declared wholly unconditional in all respects and the Tender Agent shall have agreed to purchase the Amazys Shares on the Company’s behalf pursuant to the Tender Offer promptly upon receipt of the proceeds of the Loans as further set forth in the exhibits to the Funding Notice.
Sample 1
AutoNDA by SimpleDocs
Consummation of the Tender Offer. Simultaneously with the making of the proceeds of the First Borrowing to Borrower, the Tender Offer has closed with the purchase of at least 66 2/3% of the common stock of Xxxxxxxx for $12.25 per share and each of the other transactions contemplated by the Merger Documents has taken place in strict compliance with the terms of the Merger Documents, subject only to such amendments, modifications and waivers as previously consented to by Lender in writing (which consent shall not have been unreasonably withheld). There is no Litigation, except as set forth on Schedule 3.02(f), with respect to the Merger, nor is there any Requirement of Law that would prohibit the merger of Borrower into Xxxxxxxx on the terms set forth in the Merger Agreement. No Litigation set forth on Schedule 3.02(f) could reasonably be expected to result in an injunction, order or decree that will delay or prevent the consummation of the Merger in accordance with the Merger Agreement and Borrower reasonably believes no such Litigation will have a material adverse effect on Borrower.
Sample 1
Consummation of the Tender Offer. Lender shall have received fully executed copies of the Acquisition Documents, no amendment or waiver of or supplement to any of the material terms and conditions of the Acquisition Documents shall have been made or permitted by Borrower (except as may have been consented to in writing by Lender), the Tender Offer shall have been consummated in accordance with the terms of the Acquisition Documents and Section 5.6 hereof (but for the payment of the portion of the cash purchase price for the Tender Offer payable upon the consummation of the Tender Offer pursuant to the Acquisition Documents which is to be financed with the proceeds of the Acquisition Term Loans), and the Lender shall have received a certificate from the Borrower with respect to the consummation of the Tender Offer in the form of Exhibit E attached hereto, duly completed and executed on behalf of the Borrower and dated as of the Closing Date.
Sample 1
Consummation of the Tender Offer. Substantially concurrently with the initial funding of the Loans hereunder, the purchase of the Acquired Shares pursuant to the Tender Offer shall be consummated in all material respects in accordance with the terms of the Offer Documents, but without giving effect to any amendment, waiver or consent to the Offer Documents by the Borrower and/or its Affiliates that is materially adverse to the interests of the Arrangers or the Lenders or Arrangers in their respective capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, delayed or conditioned.
Sample 1

Related to Consummation of the Tender Offer

  • 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 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.

  • Tender Offer To the depository agent or other receiving agent in connection with tender or other similar offers for portfolio securities of the Fund; 5)

  • 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 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.

  • The Tender Offer (a) CIG shall (i) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until the twentieth Business Day after such commencement of the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree (the “Tender Offer Initial Expiration Date” and together with any extension permitted hereunder, the “Tender Offer Expiration Date”). CIG shall be obligated to accept for payment and pay for shares of Class A Common Stock validly tendered pursuant to the Tender Offer, subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”). CIG shall have the right to amend or make changes to the terms of the Tender Offer; provided, however, that, without the prior written consent of the Company, the NBCU Entities and the Xxxxxx Stockholders, CIG shall not do any of the following: (A) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (B) impose any conditions to the Tender Offer other than the Tender Offer Conditions or (C) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. Notwithstanding anything in this Agreement to the contrary, CIG shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date for: (1) any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (y) the waiting period requirements applicable to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods shall not exceed one. To the extent CIG amends or makes changes to the terms and conditions of the Tender Offer pursuant to this Section 3.01(a), the Company and the NBCU Entities shall cooperate with CIG in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act or any other applicable Law, or as otherwise may be necessary to effect such amendment or change.

  • 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.

  • 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:

Time is Money Join Law Insider Premium to draft better contracts faster.