Available Consideration. Buyer has available to it, or as of the Effective Time will have available to it, sufficient shares of authorized and unissued Buyer Common Stock and all funds necessary for the issuance and payment of the Merger Consideration and has funds available to it to satisfy its payment obligations under this Agreement.
Available Consideration. Parent has available to it, or as of the Effective Time will have available to it, sufficient shares of authorized and unissued Parent Stock and all funds necessary for the issuance and payment of the Merger Consideration and has funds available to it to satisfy its payment obligations under this Agreement.
Available Consideration. Carolina Financial has available to it, or as of the Effective Time will have available to it, sufficient shares of authorized and unissued Carolina Financial Common Stock and all funds necessary for the issuance and payment of the Merger Consideration and has funds available to it to satisfy its payment obligations under this Agreement.
Available Consideration. FXNC has available to it, or as of the Effective Time will have available to it, sufficient shares of authorized and unissued FXNC Common Stock for the issuance of the Merger Consideration and FXNC has funds available to it to satisfy its payment obligations under this Agreement.
Available Consideration. Parent has available to it, or as of the Effective Time will have available to it, sufficient shares of authorized and unissued Parent Common Stock for the issuance of the Stock Consideration and First Bank has all funds necessary for the payment of the Cash Consideration and Parent has funds available to it to satisfy its payment obligations under this Agreement.
Available Consideration. FBNC has available to it, or as of the Effective Time will have available to it, sufficient shares of authorized and unissued FBNC Common Stock and all funds necessary for the issuance and payment of the Merger Consideration and has funds available to it and to satisfy its payment obligations under this Agreement.
Available Consideration. Buyer has or will have at Closing sufficient funds to pay the Purchase Price.
Available Consideration. Parent has available to it all funds necessary for the issuance and payment of the Merger Consideration and has funds available to it to satisfy its payment obligations under this Agreement.
Available Consideration. Buyer has available to it, and will as of the Effective Time have available to it, all funds necessary for the payment of the Merger Consideration and has funds available to it to satisfy its payment obligations under this Agreement.
Available Consideration. (a) Parent has delivered to Lime a true and complete copy of an executed commitment letter (including all exhibits, schedules, annexes, supplements and term sheets forming part thereof) addressed to Willdan Group, Inc., a Delaware corporation (“Willdan Group”), dated as of September 17, 2018 (the “BMO Commitment Letter”), from each of BMO Xxxxxx Bank N.A. and MUFG Union Bank, N.A. (including the assignees thereof permitted in accordance with the terms thereof, collectively, the “Lenders”) and the related fee letters (the “Fee Letters” and, together with the BMO Commitment Letter, as any of the same may be amended or modified only in accordance with Section 7.11, collectively, the “Debt Commitment Letter”), which copies of such Fee Letters may be redacted in a customary manner to remove the economic terms and other customarily-redacted provisions set forth therein so long as such redacted information does not contain terms relating to the conditionality or availability of the Debt Financing or the reduction of the aggregate amount of the Debt Financing, pursuant to which, and subject to the terms and conditions thereof, the Lenders have committed to provide Willdan Group with debt financing for the Merger in the amount set forth therein (the “Debt Financing”).
(b) As of the date of this Agreement, the Debt Commitment Letter constitutes legal, valid and binding obligations of Willdan Group and, to the Knowledge of Parent, the other parties thereto, is in full force and effect, and is enforceable against, Willdan Group and, to the Knowledge of Parent, is in full force and effect, and is enforceable against, the other parties thereto, in each case in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).
(c) As of the date of this Agreement, there are no side letters or other Contracts to which Parent or any of its Affiliates, including Willdan Group, is a party relating to the Debt Financing other than (i) as expressly set forth in the Debt Commitment Letter and the Credit Agreement, dated as of the date hereof, by and among Willdan Group, as borrower, the guarantors party thereto, the several banks and othe...
