Merger Documents. The Merger Documents contain all the material terms and conditions of the Merger and are in full force and effect and there have been no amendments, variations or waivers to the Merger Documents (in whole or in part) other than amendments thereto or waivers thereunder (excluding any waiver of or as contemplated by Section 9.02(a) of the Merger Agreement) which are not material and adverse to the financing under this Agreement, the Alternative Bridge Facility Agreement or the Bridge Facility Agreement.
Merger Documents. The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or supplement any of the Merger Documents if the effect thereof could reasonably be expected to have a Material Adverse Effect (and provided that the Borrower promptly furnishes to the Administrative Agent a copy of such amendment, modification or supplement).
Merger Documents. (a) The Merger Documents contain all the material terms of the Acquisition.
Merger Documents. Acquisition Sub shall have executed and delivered the Certificate of Merger referred to in Section 1.2.
Merger Documents. This Agreement and all Broad Scope Merger Documents, all in form and substance reasonably satisfactory to Xten, will have been executed and delivered by Broad Scope and the Subsidiary.
Merger Documents. Merger Sub shall have executed and delivered the Certificate of Merger and Articles of Merger referred to in Section 1.2.
Merger Documents. This Agreement and all other Merger Documents necessary or reasonably required to consummate the transaction contemplated by this Agreement, all in form and substance reasonably satisfactory to Royalite, will have been executed and delivered by Worldbid, as applicable.
Merger Documents. Agent has received or will receive on the Closing Date, complete copies of all Merger Documents (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof. Since November 1, 2006 none of such documents and agreements shall have been amended or supplemented, nor shall have any of the provisions thereof have been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to, and approved in writing by, Agent, which approval shall not be unreasonably withheld, conditioned or delayed. Each of the conditions precedent to the consummation of the Merger as set forth in the Merger Documents shall have been satisfied in all material respects to the reasonable satisfaction of the Agent, and not waived, except with the consent of the Agent, which consent shall not be unreasonably withheld, conditioned or delayed and the Certificate of Merger shall have been filed with, and pre-cleared by, the Secretary of State of Delaware.
Merger Documents. Borrower shall not amend, modify, supplement or cancel, or waive any other party's compliance with, any material provision of the Merger Documents.
Merger Documents. (a) The Borrower shall promptly pay all amounts payable by it under the Merger Documents as and when they become due (except to the extent that any such amounts are being contested in good faith by the Borrower and where adequate reserves are set aside for any such payment).
