Consummation of the Separation Sample Clauses

Consummation of the Separation. The final terms and conditions of the Separation (including, without limitation, all tax aspects thereof and the management arrangements with respect to the Borrower and its subsidiaries) shall be consistent in all material respects with the Separation Principles (it being understood that the terms of an Agreed Registration Statement (as defined below) shall supersede the terms and conditions of the Separation Principles to the extent of any discrepancy between the Separation Principles and such Agreed Registration Statement (and each reference herein to the Separation Principles shall be deemed modified and construed accordingly)) and an Agreed Registration Statement other than with respect to changes that are not materially adverse to the Lenders with respect to the Separation or are otherwise approved in writing by the Arranger (such approval not to be unreasonably withheld or delayed). Each of (i) the material agreements and documentation (including all schedules and exhibits thereto) relating to the Contribution (including, without limitation, a tax-sharing agreement), (ii) the material agreements and documentation (including schedules and exhibits thereto) relating to Special Distribution and (iii) the material agreements and documentation (including schedules and exhibits thereto) relating to the Stock Distribution (the material agreements and documentation referred to in clauses (i) through (iii) of this Section 3.02(c), collectively, the “Separation Documents”) shall be consistent in all material respects with the Separation Principles or the Agreed Registration Statement and otherwise reasonably acceptable to the Arranger (it being understood that any Separation Document that is consistent with the Separation Principles and the Agreed Registration Statement shall be considered reasonably acceptable to the Arranger), in each case, to the extent material to the interests of the
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Consummation of the Separation. Agent shall have evidence that the Parent has completed it separation agreement with Xxxxx & Wesson Brands, Inc. and that (a) the Equity Interests of parent is listed on a public stock exchange acceptable to Agent, (b) Parent has entered into a Transition Agreement with Xxxxx & Wesson Brands, Inc., which agreement shall be duly assigned to Agent pursuant to an agreement in form and substance acceptable to Agent, and (c) all releases requested by Agent in connection with the separation agreement with Xxxxx & Wesson Brands, Inc. have been executed and delivered to Agent;
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Consummation of the Separation. The final terms and conditions of the Separation (including, without limitation, all tax aspects thereof and the management arrangements with respect to
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Related to Consummation of the Separation

  • Consummation of the Transaction Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its or any of its Affiliates’ businesses, product lines or assets or any interest therein.

  • Consummation of the Transactions Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to cause the Closing to occur upon the terms and conditions set forth herein. FCG shall cooperate with the Investor, and the Investor shall cooperate with FCG, in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required in connection with the consummation of the transactions contemplated by this Agreement, and each party requesting such cooperation shall reimburse the other party's reasonable out-of-pocket expenses in providing such cooperation.

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Consummation of Agreement Buyer shall use its reasonable efforts to satisfy all conditions to the Closing that are within its control to the end that the transaction contemplated by this Agreement shall be fully carried out.

  • Consummation Subject to the terms and conditions provided herein, Seller agrees to use all reasonable efforts to take, or cause to be taken all actions and to do, or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement in accordance with its terms; except that this covenant shall not require Seller to make any payment or incur any economic burden not provided for herein.

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • 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.

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