Dissolution of Certain Entities Sample Clauses

Dissolution of Certain Entities. From and after the Closing, each of Trimble and the Company shall use its respective reasonable best efforts to (a) take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part to dissolve Bilberry Australia Pty Ltd. and ME Sudamerica S.R.L. as promptly as reasonably practical after the Closing, (b) cooperate in good faith with each other to effect the provisions of this Section 7.25 and (c) execute and deliver all documents, certificates, agreements or other writings, and take such other actions as may be reasonably requested by the other Party in furtherance of the dissolution of Bilberry Australia Pty Ltd. and ME Sudamerica S.R.L. 118
Sample 1
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Dissolution of Certain Entities. From and after the Closing, each of Trimble and the Company shall use its respective reasonable best efforts to (a) take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part to dissolve Bilberry Australia Pty Ltd. and ME Sudamerica S.R.L. as promptly as reasonably practical after the Closing, (b) cooperate in good faith with each other to effect the provisions of this Section 7.25 and (c) execute and deliver all documents, certificates, agreements or other
Sample 1
Dissolution of Certain Entities. Not later than the date that is five Business Days after the Effective Date, the Borrower shall have (i) dissolved or (ii) merged into a Loan Party, with the Loan Party as the surviving entity, ICG Funding, LLC and ICG Telecom of San Diego, L.P.; provided that to the extent such entities are not so dissolved or merged by such date, such entities shall execute security agreement supplements and guaranty supplements and all such other documents as the Administrative Agent shall reasonably request in order for such entities to become Loan Parties hereunder.
Sample 1
Dissolution of Certain Entities. Not later than the date that is five Business days after the Effective Date, the Company shall have (i) dissolved or (ii) merged into a Credit Party, with the Credit Party as the surviving entity, ICG Funding, LLC and ICG Telecom of San Diego, L.P.; provided that to the extent such entities are not so dissolved or merged by such date, such entities shall execute security agreement supplements and guaranty supplements and all such other documents as the Collateral Agent shall reasonably request in order for such entities to become Credit Parties hereunder.
Sample 1

Related to Dissolution of Certain Entities

  • Notification of Certain Matters The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

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