AT&T COMCAST MERGER Sample Clauses

AT&T COMCAST MERGER. Prior to the date hereof, AT&T has made available to AOLTW all material terms of the AT&T Comcast Merger.
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AT&T COMCAST MERGER. From and after the closing of the AT&T/Comcast Merger: (a) the references to AT&T Broadband in the definition of Controlled Affiliate and in Section 8.3(c) are amended to read “AT&T Broadband, AT&T Comcast” and (b) the references to AT&T Broadband in Sections 8.1(b)(2) and 8.3(b) are amended to read “AT&T Broadband or AT&T Comcast”; provided that no Transfer shall be made pursuant to Section 8.1(b)(2) or 8.3(b) to an Affiliate in which AT&T Broadband does not hold and maintain, directly or indirectly, an economic ownership equal to at least 50.1% of the economic interest in such Affiliate following such Transfer or in which AT&T Broadband does not have and maintain, directly or indirectly, voting control following such Transfer unless (1) AT&T Comcast agrees in writing prior to the first such Transfer, for the benefit of Insight and the Partnership, that it will be bound by Section 8.3(a) in the place of AT&T Broadband and in the same manner that AT&T Broadband was bound by Section 8.3(a) and (2) with respect to the first such Transfer, the failure of AT&T Broadband to maintain such economic ownership or voting control would not adversely affect the Partnership’s ability to continue immediately following such Transfer to obtain any programming or other services that it received from AT&T Broadband or its subsidiaries immediately prior to the Transfer on terms no less favorable than it would have received but for such Transfer having been made. From and after the first Transfer pursuant to Section 8.1(b)(2) or 8.3(b) to an Affiliate in which AT&T Broadband does not hold and maintain, directly or indirectly, an economic ownership equal to at least 50.1% of the economic interest in such Affiliate following such Transfer or in which AT&T Broadband does not have and maintain, directly or indirectly, voting control following such Transfer, the references in Sections 8.1(b)(2) and 8.3(b) to “AT&T Broadband” shall be amended without further action on the part of the Partners to be references to “AT&T Comcast.”
Sample 1

Related to AT&T COMCAST MERGER

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • 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”).

  • 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").

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Merger of Merger Sub into the Company 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").

  • Merger Closing The Merger shall have been consummated.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • 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.

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