Required Third Party Consents. All necessary consents, approvals or waivers from third parties to the Merger or the transactions contemplated hereby shall have been obtained, except for those the failure of which to obtain, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.
Required Third Party Consents. The Company shall have obtained the Required Third Party Consents in a form reasonably satisfactory to the Purchaser, and such consents shall have not been further modified, conditioned, withdrawn or revoked.
Required Third Party Consents. The Company will use commercially reasonable efforts to continue to work to obtain the consents and other documentation from third parties necessary for HLSS to own legal title to any Initial Mortgage Servicing Rights, as described in the General Disclosure Package and the Prospectus.
Required Third Party Consents. All necessary consents, approvals or waivers from third parties to the Transactions shall have been obtained, except for those the failure of which to obtain, individually and in the aggregate, are not reasonably likely to have a CDnow Material Adverse Effect or a Columbia House Entities Material Adverse Effect, as the case may be; provided, however, that prior to asserting this condition, subject to Section 8.03, each of the parties shall have used commercially reasonable efforts to obtain such consent, approval or waiver.
Required Third Party Consents. 1. Waiver of notice or delivery of notice and expiration of the notice period under and in accordance with the Stanford License. CERTIFICATE OF MERGER MERGING MONITOR ACQUISITION CORPORATION WITH AND INTO IMMUMETRIX, INC. Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware (“Delaware Law”), ImmuMetrix, Inc., a Delaware corporation (“Company”), DOES HEREBY CERTIFY: FIRST: The name and state of incorporation of each of the constituent corporations to the merger are as follows: Name State of Incorporation ImmuMetrix, Inc. Delaware Monitor Acquisition Corporation Delaware SECOND: An Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Monitor Acquisition Corporation (“Merger Sub”) and the other parties signatory thereto, setting forth the terms and conditions of the merger of Merger Sub with and into the Company (the “Merger”), has been approved, adopted, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251(c) of Delaware Law and the stockholders have given their written consent thereto in accordance with Section 228 of Delaware Law.
Required Third Party Consents. All consents, approvals or waivers from third parties necessary to complete the Merger and Second Step Merger shall have been obtained.
Required Third Party Consents. All consents, approvals or waivers from third parties necessary to complete the Merger and Second Step Merger shall have been obtained, which consents are limited to consent of (a) 2001 Investors; (b) Senior Warrantholders; (c) senior lenders holding a majority of KHC's outstanding indebtedness under its senior credit agreement (involving 13 senior lenders) and (d) senior subordinated noteholders holding a majority of KHC's outstanding indebtedness under a security purchase agreement (involving 4 institutional noteholders).
Required Third Party Consents. Promptly after the Execution Date, the Sellers shall use reasonable commercial efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for each of them to fulfil their respective obligations under this Agreement.
Required Third Party Consents. Each of the Required Third Party Consents set forth on Schedule 9.1(c) shall have been obtained.
Required Third Party Consents. The Company shall have obtained all consents, waivers and approvals, and given all of the notices identified in Schedule 7.2(f) of the Buyer Disclosure Letter. As of the Satisfaction Date, each such consent, waiver and approval shall be in form and substance reasonably satisfactory to Buyer and shall not require as a term thereof or condition thereto satisfaction of any adverse condition or requirement on the conduct of business by the Buyer, the Company or any of its Subsidiaries.
