Consents to Merger. PPDA shall have received from the Company duly executed copies of all consents, approvals or authorizations of or from any Person that may be required under the terms of any contract, agreement or other instrument for or as a result of the consummation of the transactions contemplated hereby, all in form and substance reasonably satisfactory to PPDA.
Consents to Merger. 44 4.17 Merger Consideration Spreadsheet..................................44 4.18 Option Consideration Spreadsheet..................................44 4.19 Resignations......................................................45 4.20
Consents to Merger. SCHEDULE 2.10.2 to the Company Disclosure Memorandum lists certain agreements, leases, notes or other documents identified in the schedules to the Company Disclosure Memorandum that, by their terms require consent or waiver to consummate the Merger. Unless otherwise set forth in SCHEDULE 2.10.2 to the Company Disclosure Memorandum, the Company shall have received and shall have delivered to XxxxXxx.xxx or its counsel written consents to the Merger or waivers, as applicable, from each of the parties (other than the Company) to such agreements, leases, notes or other documents, which consents or waivers, as the case may be, shall be reasonably satisfactory in all respects to XxxxXxx.xxx.
Consents to Merger. The Company shall have received and shall have delivered to Amazxx.xxx xxxtten consents to the Merger from each of the parties (other than the Company) to those agreements, leases, notes or other documents identified on Schedules 2.5, 2.10 and 2.14 to the Disclosure Memorandum that treat the Merger as an assignment or otherwise by their terms require consent. In addition, the Company shall have received and shall have delivered to Amazxx.xxx xxxsents from Lycos, Inc., Puma Technologies, Inc., NaviSite Internet Services, GeoCities, EMC2, and FAR VII, Inc., which consents shall be reasonably satisfactory in all respects to Amazxx.xxx.
Consents to Merger. Commencing on the date hereof, the Company shall use its Best Efforts to obtain an unconditional, unlimited, enforceable written consent to the consummation of the Merger (the "MERGER CONSENTS") from each Person identified in Section 3.7 of the Disclosure Schedules as a counterparty to a Material Company Contract (each, a "MATERIAL COUNTERPARTY"). The Company shall cooperate fully with Parent in seeking such Merger Consents and, with respect to Company Contracts with the Government, in discussing the W02-SD:6AFP1\51393538 -48- Agreement and Plan of Merger 09EY-117690 PAGE novation of such Company Contracts with the applicable Government contracting officers.
Consents to Merger. DigitalFacades shall have received written consents to the Merger from each of the parties (other than DigitalFacades) to those agreements, leases, notes or other documents identified on Schedule 2.6 and Schedule 2.17 as requiring such consents, which consents shall be reasonably satisfactory to ICC.
Consents to Merger. The Company agrees to use all reasonable efforts with VMAC and VMC to obtain consents to Merger, as necessary, for all Contracts Requiring Consent to Merger prior to or as soon as practicable after the Time of Closing.
Consents to Merger. Seller shall have received and shall have delivered to Buyer written consents to the Merger from each of the parties (other than Seller) to those Contracts identified in the Disclosure Memorandum as requiring consent in connection with the Merger, which consents shall be satisfactory in all respects to Buyer in its sole and absolute discretion.
Consents to Merger. The Company shall have received and shall have delivered to Parent or its counsel written consents to the Merger from each of the parties (other than the Company) to the agreements, leases, notes or other documents listed on SCHEDULE 4.15 TO THE DISCLOSURE MEMORANDUM, which consents shall be satisfactory in all material respects to Parent.
Consents to Merger. Schedule 4.20 lists certain agreements, leases, notes or other documents identified on the IntelliPrep Disclosure Memorandum that treat the Merger as an assignment or otherwise by their terms require consent. Unless otherwise set forth in Schedule 4.19, IntelliPrep shall have received and shall have delivered to Click2learn or its counsel written consents to the Merger from each of the parties (other than Intelliprep) to such agreements, leases, notes or other documents, which consents shall be reasonably satisfactory in all respects to Click2learn.
