Common use of Merger Subsidiaries Clause in Contracts

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall 70 59442126_10 not be required to take the actions set forth in Section 8.13(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.13(a) or (b), as applicable, within the time period specified in Section 8.13(a) or (b), as applicable, following the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

Appears in 2 contracts

Samples: Credit Agreement (Realpage Inc), Credit Agreement (Realpage Inc)

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Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with (or as may be reasonably required in advance of) the closing of such merger transaction, such new Subsidiary shall 70 59442126_10 not be required to take the actions set forth in Section 8.13(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.13(a) or (b), as applicable, within thirty (30) days after the time period specified end of the calendar quarter in Section 8.13(a) or (b), as applicable, following which the consummation of such Permitted AcquisitionAcquisition occurs, as such time period may be extended by the Administrative Agent in its sole discretion).

Appears in 2 contracts

Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction, equity purchase transaction or asset purchase transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, equity purchase transaction or asset purchase transaction such new Subsidiary shall 70 59442126_10 not be required to take the actions set forth in Section 8.13(a8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction, equity purchase transaction or asset purchase transaction shall be required to so comply with Section 8.13(a8.14(a) or (b), as applicable, within the time period specified in Section 8.13(aten (10) or (b), as applicable, following Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

Appears in 1 contract

Samples: Credit Agreement (STAMPS.COM Inc)

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 99 Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall 70 59442126_10 not be required to take the actions set forth in Section 8.13(a6.13(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.13(a6.13(a) or (b), as applicable, within the time period specified in Section 8.13(aforty-five (45) or (b), as applicable, following days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Collateral Agent in its sole discretion).

Appears in 1 contract

Samples: Credit Agreement (Copart Inc)

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Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger or amalgamation transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger or amalgamation transaction, such new Subsidiary shall 70 59442126_10 not be required to take the actions set forth in Section 8.13(a8.14(a), (b) or (bc), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.13(a8.14(a), (b) or (bc), as applicable, within the time period specified in Section 8.13(aten (10) or (b), as applicable, following Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

Appears in 1 contract

Samples: Assignment and Assumption (Mitel Networks Corp)

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Domestic Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Domestic Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Domestic Subsidiary shall 70 59442126_10 not be required to take the actions set forth in Section 8.13(a8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.13(a8.14(a) or (b), as applicable, within the time period specified in Section 8.13(aten (10) or (b), as applicable, following Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).. 108

Appears in 1 contract

Samples: Credit Agreement (Switch, Inc.)

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