Merger Philippines Sample Clauses

Merger Philippines. The Purchasers shall procure, in relation to the merger between NXP Semiconductors Philippines, Inc. and NXP Semiconductors Cabuyao Inc. (ATCB) as set out in the merger roadmap as included in the Data Room, that all documents, requests, endorsements, applications, declarations, filings, registrations, notices and any other obligations or actions that are required to be made, lodged or performed in respect of this merger, are made, lodged or performed as soon as practicably possible after Completion, it being understood that to the extent such merger may trigger any potential liability to Tax for any Target Group Company relating to a period on or after the Completion Date, the Parties agree that (i) they will cooperate to mitigate such potential liability to Tax, (ii) the Seller has the right to decide to postpone or terminate the merger process and (iii) to the extent the Seller wishes the Purchasers to pursue with the merger, the Seller shall fully compensate the Purchasers for the amount of any liability to Tax arising as a result of, or the reasonable out of pocket costs (as supported by valid invoices) relating to, the merger being finalised (it being understood that the Purchasers may not terminate or amend the merger process in the event of such full compensation by the Seller).