Financing of the Merger Sample Clauses

Financing of the Merger. 46 Conduct of Instron's Business After the Merger............ 47
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Financing of the Merger. Generally. It is estimated that an aggregate of approximately $174.3 million will be required to consummate the Transactions and pay related fees and expenses. These funds are expected to come from the following sources: - an equity investment made by the Equity Investor of approximately $49.8 million, assuming a Net Indebtedness of $3.9 million; - borrowings by the Surviving Corporation of approximately $14.0 million under the Credit Facility; - borrowings by the Surviving Corporation of approximately $100.0 million from the issuance of debt instruments; and - Instron's available cash reserves which, as of April 3, 1999, were approximately $10.5 million.
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Financing of the Merger. 12 Delisting and Deregistration of Finish Line’s Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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Financing of the Merger. Parent has all funds, or appropriate commitments for funds (complete copies of which have been provided to the Company), necessary for the exchange of the Shares pursuant to the Merger.
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Financing of the Merger. On the Closing Date, Deluxe is required to provide evidence reasonably satisfactory to Hostopia that funds have been deposited with Xxxxx Fargo Bank, N.A. (the “Disbursing Agent”), or such other permitted disbursing agent, representing the Merger Consideration multiplied by the number of shares of Hostopia common stock issued and outstanding immediately before the Effective Time. Deluxe is financing the Merger Consideration with cash on hand at the closing of the Merger, including cash obtained from committed lines of credit. Hostopia estimates that the total amount of funds necessary to finance the Merger Consideration and to make payments to holders of Hostopia’s options as required by the Merger Agreement and to consummate the Merger and the related transactions contemplated thereby will be approximately $124 million.
Sample 1
Financing of the Merger. Parent and Buyer shall, within 70 days of the execution of this Agreement, deliver to Company fully executed copies of commitment letters issued by General Electric Capital Business Asset Funding Corporation and Xxxxxxx Xxxxx Business Financial Services, Inc. evidencing such lenders' commitments to provide (in the aggregate) sufficient debt financing to the Parent and Buyer to consummate the transactions contemplated hereby. In the event that prior to the Effective Time any of such financing commitment(s) is issued and subsequently revoked, the Parent and Buyer shall immediately (within 5 business days) replace such financing commitment(s) with new commitment(s) from comparable financial institution(s) containing the same or substantially similar terms and provide the Company with evidence thereof.
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Related to Financing of the Merger

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • Closing of the Transaction All conditions precedent to effect the closing of the Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the closing of the Transaction but subject to satisfaction or waiver thereof).

  • 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).

  • Closing of the Transactions The Transactions set forth in the Business Combination Agreement shall have been or will be consummated substantially concurrently with the Closing.

  • Structure of the Merger Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • of the Merger Agreement Section 2.26 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • 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.

  • Effective Time of the Merger Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

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