COMPLETION AND MERGER Sample Clauses

COMPLETION AND MERGER. 7.1 Subject to clause 6, Completion shall take place at midday remotely or at the offices of the Buyer's Austrian Counsel on the fifth Business Day after the Conditions are both satisfied or, in case of the Parent Reorganisation Condition, waived in accordance with clause 2.3, or any other day and time the Parties may agree (the “Completion Date”). 7.2 At Completion, the Sellers and the Parent shall comply, and the Parent shall procure that the Buyer complies, with their respective obligations set out in Schedule 4. 7.3 Subject to and immediately after the Sellers, the Parent and the Buyer having complied with their obligations set out in Schedule 4, at Completion the Parent shall procure that the Buyer shall pay an amount equal to the sum of: (i) the Estimated Cash Consideration; and (ii) the Estimated Phantom Rights Amount to the Retention Account maintained with the Retention Agent with the instruction to release the funds on the Merger Completion Date in accordance with clause 10.12. To finance the payments by the Buyer pursuant to item (ii) of the preceding sentence, the Parent shall pay an unconditional and irrevocable shareholder contribution (Gesellschafterzuschuss) to the Buyer. 7.4 Immediately following Merger Completion but in any event within 2 Business Days thereafter, the Parent shall: (i) cause the Consideration Shares to be allotted and issued to or for the account of the Sellers, credited as fully paid in such amounts as are set out against each such Seller’s name in columns (D) and (E) of Schedule 1; and (ii) deliver to each Seller duly executed certificates of the relevant Consideration Shares to be allotted to such Seller. 7.5 Immediately following receipt of the payments pursuant to section 7.3 by the Retention Agent, the Buyer and the Sellers shall at Completion enter into the Acquisition Instrument. The transfer and assignment of the Relevant Sale Share from the relevant Seller to the Buyer shall become effective immediately upon execution of the Acquisition Instrument. Immediately following Completion, the Parties shall execute a closing memorandum confirming that: (i) the Conditions have been satisfied or, as the case may be, waived; (ii) all actions pursuant to Schedule 4, clauses 7.3 and 7.5 have been performed or waived; and (iii) that Completion has occurred. 7.6 If either: (i) the Sellers; or (ii) the Parent or the Buyer (referred to in this clause 7 as the "defaulting party") do not or are unable to fulfil any of their respec...
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Related to COMPLETION AND MERGER

  • Consolidation and Merger The Borrower will not (a) enter into any transaction of merger or (b) consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, so long as no Default or Event of Default shall exist or be caused thereby, a Person may be merged or consolidated with or into the Borrower so long as the Borrower shall be the continuing or surviving Person.

  • 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.

  • Termination Liquidation and Merger 51 SECTION 9.1. Dissolution Upon Expiration Date....................................................51 SECTION 9.2.

  • Consolidations and Mergers The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate with, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.

  • Ownership and Operations of Merger Sub Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • DISSOLUTION, LIQUIDATION AND MERGER 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • The Mergers (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

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