Surviving Company Contracts Sample Clauses

Surviving Company Contracts. Schedule 5.11 (a) attached hereto lists certain purchasing contracts (the “Surviving Company Purchasing Contracts”) to which, after giving full effect to the transactions contemplated hereby, the Surviving Company will be a party and under which Covidien LP, an affiliate of THRG, has made certain purchases. For a period of [ * ] months following the Closing Date (the “Transition Period”), Purchaser and the Surviving Company shall use commercially reasonable efforts to permit Covidien LP to continue purchasing materials under, and otherwise receive the benefits of, the Surviving Company Purchasing Contracts. In the event that the vendor party to any Surviving Company Purchasing Contract refuses to allow Covidien LP to continue making direct purchases on the terms set forth in such Surviving Company Purchasing Contract during the Transition Period, the Surviving Company shall, upon the request of Covidien LP, but only to the extent permitted by such Contract and applicable Law, purchase and resell to Covidien LP materials covered by such Surviving Company Purchasing Contract at the price and on the terms set forth therein. To the extent that any Surviving Company Purchasing Contract provides for any rebates or other incentives based upon purchases thereunder, the Surviving Company shall pay to Covidien LP, promptly following receipt of any such rebates or incentives, the pro rata portion of such rebates or incentives attributable to the purchases made by Covidien LP under such Surviving Company Purchasing Contract. [ * ] Indicates information has been omitted and filed separately with the Securities and Exchange Commission pursuant to an application for an order declaring confidential treatment thereof.
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Related to Surviving Company Contracts

  • Effective Time Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).

  • Surviving Entity Surviving Entity" shall mean the acquiring or resulting entity following the Change of Control.

  • Surviving Corporation 6 Tax...........................................................................17

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Effective Time; Closing Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

  • Surviving Rights Notwithstanding the termination of Executive’s employment, the parties shall be required to carry out any provisions hereof which contemplate performance subsequent to such termination; and such termination shall not affect any liability or other obligation which shall have accrued prior to such termination, including, but not limited to, any liability for loss or damage on account of a prior default.

  • Bylaws of Surviving Corporation At the Effective Time, the Bylaws of Merger Sub (the “Merger Sub Bylaws”), as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Merger Closing The Merger shall have been consummated.

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Closing and Effective Time of the Merger The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Eastern time, on a date to be specified by the parties (the “Closing Date”), as promptly as practicable after the satisfaction or waiver of all of the conditions set forth in Article 7 but in any event no later than the second Business Day thereafter (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties hereto. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company will cause a certificate of merger (the “Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger will become effective at the time the Certificate of Merger will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

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