Closing of Mergers Sample Clauses

Closing of Mergers. The Company represents and warrants to the Stockholder that until the Mergers are consummated, there are material conditions to the consummation of the Mergers, and that the Company covenants and agrees with the Stockholder that the consummation of the Mergers will in no event occur prior to December 28, 2012.
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Closing of Mergers. The closing of the Mergers (the "Closing") will take place at 10:00 a.m., local time on the date to be specified by the parties, which (subject to satisfaction or waiver of the conditions set forth in Article 6) shall be no later than the third business day after satisfaction or waiver of the conditions set forth in Section 6.1(a) (the "Closing Date"), at the offices of Winston & Xxxxxx, 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois 60601, unless another date or place is agreed to in writing by the parties.
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Closing of Mergers. 36 SECTION 9 CONDITIONS PRECEDENT FOR XXXX, PURCHASER AND LICENSEE 36
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Closing of Mergers. The transactions contemplated by the KWTX Merger Agreement and the KBTX Merger Agreement shall have been consummated.
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Closing of Mergers. (a) Prior to or contemporaneously with the first Loan hereunder, Borrower shall have consummated either the DLB Merger or the Hugoton Merger. Prior to the funding of any Loan to refinance indebtedness in connection with either of the Mergers, (i) such Merger shall have been consummated, in form and substance satisfactory to Agent, (ii) after giving effect to such Merger, all representations and warranties made by any Restricted Person in any Loan Document shall be true (including, but not limited to, the contemporaneous payment and release of any Liens and Indebtedness not permitted by Sections 7.1 or 7.2), and (iii) Agent shall have received all documents and instruments which Agent has then requested, including, but not limited to, supplements or restatements of the opinions and certificates set forth in Section 4.1. Each Restricted Person hereby acknowledges and agrees that each Restricted Person shall be deemed to have executed and delivered each Loan Document as set forth in Section 4.1 above, including without limitation each guaranty, immediately prior to or simultaneously with the making of the Loans hereunder.
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Closing of Mergers. Both of the Mergers shall have been completed and each Merger Effective Time shall have occurred prior to the Closing.
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Related to Closing of Mergers

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Conditions of Merger Section 7.1. Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment of all of the following conditions precedent at or prior to the Effective Time:

  • Terms of Merger 2 2.1 Charter ....................................................... 2 2.2 Bylaws ........................................................ 2 2.3

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

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