Following the Merger Sample Clauses

Following the Merger. Surviving Corporation will continue Playa's historic business or to use a significant portion of Playa's business assets in a business.
Sample 1
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Following the Merger. Netivation Sub will continue the historic business of the Company or use a significant portion of the Company's business assets in a business.
Sample 1
Following the Merger. Consummation Date and if and for so long as the 2019 Notes are fully and unconditionally guaranteed by Holdco, each of Holdco and the Company will cause each Holdco Subsidiary that guarantees, as of the Merger Consummation Date or any time thereafter, any Holdco Debt Securities and is not, or is no longer, a Non-Guarantor Holdco Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Holdco Subsidiary will irrevocably and unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal of, and premium, if any, and interest in respect of the 2019 Notes on a senior basis and all other obligations of the Company under the Indenture.
Sample 1
Following the Merger. Salex will continue the Business and, in the course thereof, use substantially all of Salex's business assets in such Business.
Sample 1
Following the Merger. Buyer and the Surviving Corporation will comply with the record-keeping and information filing requirements of Section 1.368-3 of the Treasury Regulations.
Sample 1
Following the Merger. Merger Sub will not issue additional shares of its stock that would result in Parent losing control of Merger Sub within the meaning of section 368(c) of the Internal Revenue Code.
Sample 1
Following the Merger. Regent will cause Sub to continue the historic business Faircom was conducting immediately before the Merger or cause Sub to use a significant portion of the historic business assets of Faircom in a business, within the meaning of Treasury Regulation Section 1.368-l(d).
Sample 1
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Following the Merger the Surviving Corporation at its expense shall cause to be prepared a balance sheet of the Company as of the close of business on the Closing Date. Such balance sheet, as finally agreed upon or determined as provided in Section 10.4(d) below, is referred to herein as the "Closing Balance Sheet." The Closing Balance Sheet shall include the assets and liabilities of the Company as of the Closing Date and shall be prepared in accordance with generally accepted accounting principles consistently applied and consistent with the Company's past practices, and shall not reflect any income tax benefit for operating losses of the Company subsequent to December 31, 1997. The Closing Balance Sheet shall not reflect any reduction in any deferred tax assets that were listed on the balance sheet of the Company included in the Form 10-Q of the Company filed with the SEC for the quarterly period ended December 31, 1997. The Closing Balance Sheet shall not reflect any accrual for payments to be made by the Company with respect to the matters described in Sections 8.2(e), (f), (g) and (h). The inventory to be shown on the Closing Balance Sheet shall be based on a physical count of all product and parts inventory of the Company as of the close of business on the day preceding the Closing Date using appropriate cut-off procedures and using a valuation method consistent with generally accepted accounting principles consistently applied and consistent with the Company's past practices, which is mutually agreeable to the Surviving Corporation and the Escrow Committee.
Sample 1
Following the Merger the Buyer shall cause the Company to perform all of the obligations imposed upon Newsub under the Transaction Documents.
Sample 1

Related to Following the Merger

  • Conduct Pending the Merger SECTION 2.1. Conduct of the Company's Business Prior to the Effective Time. Except as expressly provided in this Plan, during the period from the date of this Plan to the Effective Time, the Company shall, and shall cause each of its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course of business consistent with past practice, (ii) use its best efforts to maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) use its best efforts to consummate the Agreement of Merger and Reorganization, dated as of July 21, 1998, by and between the Company, CBE, Inc., and F & M Merger Corporation, as amended on November 30, 1998 (the "CBE Merger Agreement"), (iv) take no action which would adversely affect or delay the ability of the Company, Parent or any subsidiary thereof to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or to perform its covenants and agreements on a timely basis under this Plan and (v) take no action that is reasonably likely to have a Material Adverse Effect (as defined in Section 9.1 hereof) on the Company.

  • 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).

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Conduct of Business by Parent Pending the Merger Parent and Acquisition Sub covenant and agree with the Company that between the date hereof and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent and Acquisition Sub:

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

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