Merger Consummated Sample Clauses

Merger Consummated. The transactions contemplated by the Merger Agreement and payments to be made thereunder shall have been consummated on the terms set forth in the Merger Agreement without a waiver by Borrower or its affiliates of any of the material provisions thereof and, without limitation of the foregoing, (i) the Merger Agreement Consideration shall not have increased above $190,000,000, (ii) the Merger Agreement Consideration shall not include the issuance of any indebtedness by Borrower or any of its affiliates, (iii) all indebtedness for borrowed money of CamberView and its affiliates shall be fully repaid concurrently with the consummation of the transactions contemplated by the Merger Agreement and (iv) immediately after the consummation of the transactions contemplated by the Merger Agreement, Borrower shall be in full compliance with the terms of the Loan Documents.
Sample 1
AutoNDA by SimpleDocs
Merger Consummated. The conditions to the obligations of the Parent and Acquisition Corp. to consummate the Merger set forth in the Plan and Agreement of Merger, dated as of November 25, 1997 (the "Merger Agreement"), among Cruise America, the Parent and Acquisition Corp. shall have been satisfied in all material respects (without amendment or waiver of, or other forbearance to exercise any rights with respect to, any of the material terms or provisions thereof by the Parent or Acquisition Corp.), and the Merger shall have been consummated in accordance with the terms thereof.
Sample 1
Merger Consummated. The conditions to the obligations of the Parent and CA Acquisition Corporation, a Florida corporation and a Wholly Owned Subsidiary of the Parent ("Acquisition Corp."), to consummate the Merger set forth in the Plan and Agreement of Merger, dated as of November 25, 1997 (the "Merger Agreement", a true and complete copy of which, together with all agreements delivered in connection therewith, is attached hereto as Annex I), among Cruise America, the Parent and Acquisition Corp. have been satisfied in all material respects (without amendment or waiver of, or other forbearance to exercise any rights with respect to, any of the material terms or provisions thereof by the Parent or Acquisition Corp.), and the Merger has been consummated in accordance with the terms thereof.
Sample 1
Merger Consummated. The Merger shall have been consummated.
Sample 1

Related to Merger Consummated

  • 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”).

  • 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.

  • 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.

  • Merger Closing The Merger shall have been consummated.

  • Merger Transaction Section 2.1

  • 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.

  • 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).

  • Effective Time of the Merger At the Effective Time of the Merger, NEWCO shall be merged with and into the COMPANY in accordance with the Articles of Merger, the separate existence of NEWCO shall cease, the COMPANY shall be the surviving party in the Merger and the COMPANY is sometimes hereinafter referred to as the Surviving Corporation. The Merger will be effected in a single transaction.

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

  • 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.