Consummation of Merger. The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.
Consummation of Merger. The closing of the Merger (the "Closing") will take place (i) at 10:00 a.m. (local time) at the principal executive offices of FirstMerit as promptly as practicable after the date on which all of the conditions set forth in Article 6 are satisfied or duly waived, or (ii) at such other time and place and on such other date as FirstMerit and CoBancorp may agree.
Consummation of Merger. The Merger shall have been consummated in accordance with the terms and conditions of the Merger Agreement.
Consummation of Merger. (i) All conditions to the Merger set forth in the Merger Agreement as in effect on the Merger Date shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Agents and Requisite Lenders;
(ii) the Merger shall have become effective in accordance with the terms of the Merger Agreement and the Delaware General Corporation Law;
(iii) Administrative Agent shall have received satisfactory evidence of the filing of the documents with the Secretary of State of the State of Delaware effecting the Merger on the Merger Date;
(iv) the aggregate cash consideration for the shares of DAH Common Stock to be acquired in any manner whatsoever in connection with the Tender Offer and the Merger shall not exceed $182,100,000;
(v) Transaction Costs incurred as of the Merger Date (including any such amounts incurred on or before the Closing Date) shall not exceed $16,300,000;
(vi) Administrative Agent shall have received satisfactory evidence that the Second Merger will occur immediately after the Merger on the Merger Date; and
(vii) Administrative Agent shall have received an Officers' Certificate of Company to the effect set forth in clauses (i)-(vi) above.
Consummation of Merger. For the avoidance of doubt, the effectiveness of this Agreement shall be subject to the consummation of the Merger. If the Merger does not occur, this Agreement shall be of no force and effect.
Consummation of Merger. If the merger contemplated is completed, all expenses incurred in consummating the plan of merger shall, except as otherwise agreed in writing between the Constituent Corporations, be borne by Syconet.com Nevada. If the merxxx xx xxx completed, each of the Constituent Corporations shall be liable for, and shall pay, the expenses incurred by it. Notwithstanding shareholder authorization and at any time prior to the filing, the filing and recording of this agreement may be deferred from time to time by mutual consent of the respective boards of directors of each of the Constituent Corporations, and, to the extent provided in (a), (b), (c) and (d) below, the merger may be abandoned:
1. By the mutual consent of the respective Boards of Directors of each of the Constituent Corporations;
2. At the election of the Board of Directors of Syconet.com Nevada, if (a) demaxxx xx xxxxeholders for appraisal of their shares of Syconet.com Delaware Stock have xxxx xxxxxved from the holders of twenty-five percent (25%) or more of the outstanding shares, or (b) in the judgment of the Board any judgment is rendered relating to any legal proceeding not commenced and the existence of the judgment will or may materially affect the rights of either Constituent Corporation to sell, convey, transfer or assign any of its assets or materially interfere with the operation of its business, renders the merger impracticable, undesirable or not in the best interests of its shareholders;
3. By the Board of Directors of Syconet.com Nevada if there shaxx xxx xxxx been submitted to Syconet.com Nevada the opinion xx xxxxxxx for Syconet.com Delaware, in form axx xxxxxxxxe satisfactory to Syconet.com Nevada, to the effexx xxxx (0)
Consummation of Merger. It is understood that notwithstanding the execution and delivery of signature pages by Norvax with respect to this Agreement and the other Loan Documents prior to the effectiveness of the Merger, Norvax shall not be deemed to be a party to this Agreement or any other Loan Document until the consummation of the Merger. Upon consummation of the Merger, this Section 9.23 shall be of no further force or effect.
Consummation of Merger. Each Stockholder hereby gives any and all consents and waivers that are required for the consummation of the Merger under the terms of any agreements to which such Stockholder is a party or pursuant to any rights such Stockholder may have, in any case only in such Stockholder’s capacity as the holder of the Shares (and specifically excluding, for example, any agreement or rights such Stockholder may have pursuant to any employment or severance agreement).
Consummation of Merger. 15 2.11 Closing........................................... 15 2.12 Actions at the Closing............................ 15
Consummation of Merger. This Agreement shall be of no force and effect if the Merger is not consummated.
