Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this Agreement.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Hanmi Financial Corp), Agreement and Plan of Merger (Terraform Global, Inc.), Agreement and Plan of Merger (Hanmi Financial Corp)
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations other amounts payable by Parent and/or Merger Sub (including the Surviving Corporation) under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Banta Corp), Agreement and Plan of Merger (Banta Corp)
Available Funds. Parent and Merger Sub have available to them, or and as of the Effective Time will have available to them, all sufficient funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their respective obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger And, Agreement and Plan of Merger (PetroLogistics LP), Agreement and Plan of Merger (Molex Inc)
Available Funds. At the Effective Time, Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, them all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Optimer Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Available Funds. Parent and Merger Sub have available to themavailable, or as of the Effective Time and will have available to themat the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy sufficient for the satisfaction of all of their Parent’s and Merger Sub’s obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Dresser-Rand Group Inc.)
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment of all amounts required to the Paying Agent of the aggregate Per Share Merger Consideration be paid by Parent pursuant to Section 2.2 and to satisfy pay all of their obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Supervalu Inc), Agreement and Plan of Merger (Unified Grocers, Inc.)
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viking Systems Inc), Agreement and Plan of Merger (Conmed Corp)
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Exchange Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this AgreementConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Directv)
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy the payment of all of their obligations amounts under this AgreementSection 4.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Bowne & Co Inc)
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration upon the consummation of the transactions contemplated hereby and to satisfy all the related fees and expenses of their obligations under this AgreementParent and Merger Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson Controls Inc), Agreement and Plan of Merger (York International Corp /De/)
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Exchange Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KAYAK Software Corp), Agreement and Plan of Merger (Priceline Com Inc)
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary (a) for the payment to the Paying Exchange Agent of the aggregate Per Share Merger Consideration Consideration, (b) for the payment of the FCC Payment and (c) to satisfy all of their obligations under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Straight Path Communications Inc.), Agreement and Plan of Merger (Straight Path Communications Inc.)
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this AgreementConsideration.
Appears in 1 contract
Available Funds. Parent and Merger Sub have available to them, or and as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lifeline Systems, Inc.)
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, as and when needed to consummate the transactions contemplated by this Agreement, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this AgreementAgreement and to make all payments hereunder including, without limitation, the Closing Consideration and the Earn-Out Consideration.
Appears in 1 contract
Available Funds. As of the Effective Time, Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, them all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Learning Care Group, Inc)
Available Funds. As of the Effective Time, Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, them all funds necessary for the payment to the Paying Exchange Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this AgreementConsideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Versum Materials, Inc.)
Available Funds. As of the Effective Time, Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, them all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sierra Health Services Inc)
Available Funds. Parent and Merger Sub currently have available to them, or as of the Effective Time will have available to them, them all funds necessary for the payment to the Paying Agent of the aggregate Offer Price and the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this Agreement, including amounts payable under Section 4.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Idenix Pharmaceuticals Inc)
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, them all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under pay such other amounts payable pursuant to this Agreement.
Appears in 1 contract
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy the cash value of all of their obligations under this AgreementCompany Options, Company Restricted Shares and Company Awards.
Appears in 1 contract
Available Funds. Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Initial Merger Consideration and to satisfy all of their obligations under pay such other amounts payable pursuant to this Agreement.
Appears in 1 contract
Available Funds. Parent and Merger Sub have available to them, or as of and at all times prior to the Effective Time Time, will have available to them, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration Exchange Fund and to satisfy all of their obligations under this Agreement.
Appears in 1 contract
