Closing Date Merger Sample Clauses

Closing Date Merger. The Closing Date Merger Agreement shall have been completed in form and substance reasonably satisfactory to the Purchasers (it being understood that the version of the Closing Date Merger Agreement previously provided to Agent on March 13, 2016 is satisfactory to Purchasers). The Closing Date Merger shall have been consummated or, substantially simultaneously herewith shall be consummated, in accordance with the terms of the Closing Date Merger Agreement (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Purchasers without the consent of the Required Purchasers, such consent not to be unreasonably withheld, delayed or conditioned).
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Closing Date Merger. Substantially concurrently with the effectiveness of this Agreement, the Merger shall be consummated in accordance with the terms of the Closing Date Merger Agreement;
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Closing Date Merger. The Closing Date Merger shall be consummated on the Closing Date. It is the intention of the parties that, upon consummation of the Closing Date Merger, all of the rights, obligations, duties and liabilities of MergerSub as Borrower under this Agreement and the other Loan Documents shall automatically become rights, obligations, duties and liabilities of Alaska Communications Systems Group as Borrower under this Agreement and the other Loan Documents as a matter of law and without further action by any Person. To the extent that any of such rights, obligations, duties and liabilities do not become rights, obligations, duties and liabilities of Alaska Communications Systems Group as Borrower under this Agreement and the other Loan Documents as a matter of law, however, immediately upon consummation of the Closing Date Merger, without action by any other Person, MergerSub hereby assigns all of its rights, obligations, duties and liabilities to Alaska Communications Systems Group as Borrower hereunder and under the other Loan Documents and Alaska Communications Systems Group hereby assumes all of the rights, obligations, duties and liabilities of MergerSub as Borrower hereunder and under the other Loan Documents. All references to the “Borrower” herein and in any other Loan Document shall, upon and after the Closing Date Merger, be references to Alaska Communications Systems Group. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, Administrative Agent, the Lenders and each other party hereto each consents to, and waives the provisions of this Agreement and the other Loan Documents to the extent necessary to permit the transactions described in this Section 11.26.
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Closing Date Merger. Substantially concurrently with the initial funding of the Loans hereunder, the Closing Date Merger shall be consummated in accordance with the terms of the Merger Agreement, but without giving effect to any amendment, waiver or consent by Holdings or the Merger Sub that is materially adverse to the interests of the Arrangers or the Initial Lenders in their respective capacities as such without the consent of the Initial Lenders, such consent not to be unreasonably withheld, delayed or conditioned.
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Closing Date Merger. Borrowers shall cause the Closing Date Merger to be consummated and to be effective on or prior to the Closing Date.
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Closing Date Merger. The Closing Date Merger has been consummated (or shall be consummated, substantially concurrently with the funding of the Loans) substantially in accordance with the Closing Date Merger Documents. The Closing Date Merger Agreement shall not have been amended or waived, and no consent shall have been given thereunder, in any manner materially adverse to the interests of the Lenders without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) amendments, waivers and other changes to the definition of “Company Material Adverse Effect”, and consents and requests given or made pursuant to such definition shall in each case be deemed to be materially adverse to the interests of the Lenders, (ii) any reduction in the purchase price in connection with the Closing Date Merger shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction is allocated to reduce the amount of the Term Loans, on the one hand, and the other consideration to be used to effect the Acquisition, on the other hand, on a pro rata basis, (iii) any reduction in the purchase price in connection with the Closing Date Merger shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction (other than pursuant to any purchase price or similar adjustment provision set forth in the Closing Date Merger Agreement) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent of the Arrangers (not to be unreasonably withheld, conditioned or delayed) and (iv) any increase in the purchase price in connection with the Closing Date Merger shall not be deemed to be material and adverse to the interests of the Lenders to the extent that such increase is funded with proceeds from issuance of common equity of Holdings.
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Closing Date Merger. The Issuer shall cause the Closing Date Merger to be consummated, and become effective, on the Closing Date in accordance with the terms of the Closing Date Merger Agreement and applicable Requirements of Law. The Issuer shall deliver to the Purchasers within one Business Day after the Closing Date of the Certificate of Merger evidencing the Closing Date Merger certified by the appropriate Governmental Authorities.
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Closing Date Merger. The merger of Borrower and a wholly-owned subsidiary of Parent Guarantor shall have been completed, or shall concurrently be completed, in accordance with the terms of that certain Merger Agreement dated as of November 2, 2017 and as amended on January 8, 2018, without any further amendment, waiver or modification that could reasonably be expected to be adverse to the interests of Lenders.
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Related to Closing Date Merger

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Closing and Effective Time of the Merger The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Eastern time, on a date to be specified by the parties (the “Closing Date”), as promptly as practicable after the satisfaction or waiver of all of the conditions set forth in Article 7 but in any event no later than the second Business Day thereafter (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties hereto. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company will cause a certificate of merger (the “Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger will become effective at the time the Certificate of Merger will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

  • Closing Date and Option Closing Date Opinion of Counsel On each of the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion of GM, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance reasonably satisfactory to BM, confirming as of the Closing Date and, if applicable, the Option Closing Date, the statements made by GM in their opinion delivered on the Effective Date.

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • Additional Closing (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

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