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 Transaction. If at the Closing, no condition exists which would permit any of the parties to terminate this Agreement, or a condition then exists and the party entitled to terminate because of that condition elects not to do so, then the transactions herein contemplated shall be consummated upon such date, and then and thereupon, ITI shall file any additional necessary documents that may be required by the State of Nevada.
Consummation of Transaction. As of the Restatement Effective Date, the Transaction shall have been consummated in accordance with the terms and conditions of the Transaction Documents and all applicable laws. All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the consummation of the Transaction. As of the Restatement Effective Date, there does not exist any judgment, order, or injunction prohibiting the consummation of the Transaction, or the making of Loans or the performance by the Borrower of its obligations under the Documents.
Consummation of Transaction. In the event that the Transaction is abandoned or is otherwise not consummated for any reason on or prior to December 31, 2017, this Agreement and the Executive’s rights hereunder shall be null and void and without any further legal force or effect whatsoever.
Consummation of Transaction. 30 5.11 Financial Condition; Financial Statements...........................................................30 5.12
Consummation of Transaction. The Administrative Agent shall have received reasonably satisfactory evidence that the Transaction shall have been consummated (or contemporaneous with the advances of the initial Loans hereunder will be consummated) substantially in accordance with the terms of the Transaction Documents and substantially in compliance with applicable law and regulatory approvals.
Consummation of Transaction. The Transaction shall have been consummated in accordance in all material respects with the terms of the Merger Agreement and in compliance in all material respects with applicable law and regulatory approvals; all material conditions precedent to the obligations of the buyer under the Merger Agreement shall have been satisfied; and (i) the Equity Investors shall have contributed (directly or indirectly) at least $150 million to the Parent (of which, at least $125 million shall have been contributed by the Sponsor) and that immediately thereafter the Parent shall have contributed such amount, net of reasonable expenses payable to third parties, in the Borrower in exchange for common Capital Stock of the Borrower, (ii) existing shareholders of the Acquired Company shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable to the Agent, (iii) the Borrower shall have received gross proceeds of at least $200 million from the issuance by the Borrower of the Subordinated Notes on terms that are reasonably satisfactory to the Agent and (iv) after giving effect to the Transaction, including the application on the Closing Date of the proceeds of the related financings and equity contributions, the Consolidated Parties shall have no Indebtedness except for Indebtedness permitted under Section 8.1. The Merger Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Agent. The Agent shall have received (i) a copy, certified by an Executive Officer of the Borrower as true and complete, of the Merger Agreement as originally executed and delivered, together with all exhibits and schedules and (ii) a copy, certified by an Executive Officer of the Parent as true and complete, of the Subordinated Debt Indenture as originally executed and delivered, together with all exhibits and schedules thereto.
Consummation of Transaction. 22 4.4. Cooperation...............................................23 4.5.
Consummation of Transaction. 34 6.14 Tax Returns and Payments........................................34 6.15
Consummation of Transaction. The Agents shall have received evidence reasonably satisfactory to it that all actions necessary to consummate the Transaction shall have been taken in accordance in all material respects with all applicable law and in accordance with the terms of each applicable Transaction Document, without amendment or waiver of any material provision thereof, unless approved by the Lead Arrangers in their reasonable discretion.
