Consummation of the Mergers. The Mergers shall be consummated by filing Agreements of Merger with the Secretary of State of the State of California, together with all other documents, notices and filings required by the California Corporations Code ("CCC").
Consummation of the Mergers. Each of the Mergers shall --------------------------- have been concurrently consummated.
Consummation of the Mergers. (a) Subject to the terms and conditions of this Agreement (including Section 6.3(d)), during the Pre-Closing Period, each of the Parent Entities, on the one hand, and the Partnership Entities, on the other hand, will cooperate with the other and use (and will cause their respective Subsidiaries to use) its commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the Mergers, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents with or to applicable Governmental Authorities (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) obtain all necessary consents, approvals or waivers from third parties. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require the Partnership Entities or the Parent Entities to pay any consideration to a third party LA\4224998.8 US 3682459v.19
Consummation of the Mergers. The Parent Merger and the Subsidiary Merger shall be consummated by filing Certificates of Merger (herein so called) with the secretaries of state of the State of Delaware and State of Missouri, together with all other documents, notices and filings required by the Delaware General Corporation Law ("DGCL") and the Missouri Limited Liability Company Act.
Consummation of the Mergers. 90 (a) Closing and Effective Date..................................................90 (b) Articles of Incorporation or Charter of Surviving Entities..................90 (c) By-Laws of Surviving Entities...............................................91 (d) Directors and Officers of Surviving Entities................................91 (e) Continued Existence of Surviving Entities; Restructuring of Agreement.......91 3.
Consummation of the Mergers. (a) On the Initial Borrowing Date, the Mergers shall have been consummated in all material respects in accordance with the Merger Documents and all applicable laws, and each of the conditions precedent to the consummation of the Mergers shall have been satisfied and not waived in any material respect except with the consent of the Agents and the Required Lenders (which consent shall not be unreasonably withheld or delayed).
(b) On or prior to the Initial Borrowing Date, there shall have been delivered to the Administrative Agent true and correct copies of the Merger Documents, and all of the terms and conditions of the Merger Documents shall be reasonably satisfactory in form and substance to the Agents and the Required Lenders.
Consummation of the Mergers. (1) All conditions to the Holdings Merger set forth in the Merger Agreement shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Syndication Agent and General Administrative Agent and (2) the Holdings Merger shall have become effective in accordance with the terms of the Holdings Merger Agreement. EXECUTION
(ii) The Notes Merger shall have become effective in accordance with documentation reasonably satisfactory to General Administrative Agent and Syndication Agent.
Consummation of the Mergers. On the Closing Date, the parties will cause the Mergers to be consummated by delivering to the office of the Secretary of State of the States of Delaware and North Carolina (in the case of the J/B Merger) and the States of Delaware and Texas (in the case of the SMI Merger) certificates of merger and other documents in such form as is required by, and executed, acknowledged and accompanied by an officer's certificate of each of the Constituent Corporations in accordance with, the relevant provisions of the applicable state law (the time of the delivery for filing thereof is the "Effective Time").
Consummation of the Mergers. Subject to the provisions of this agreement, the parties shall cause the Mergers to be consummated by filing with the secretary of state of the state of Delaware duly executed and verified certificates of merger, and shall take all other action required by law to effect the Mergers. The Net Merger and the CP Merger (collectively, the "Mergers") shall become effective simultaneously upon the later to occur of the two filings referred to in the preceding sentence. At the time the two Mergers become effective (the "Effective Time"), the separate corporate existence of each of Transitory Net Sub and Transitory CP Sub shall cease.
Consummation of the Mergers. (a) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing,” and the date on which the Closing occurs, the “Closing Date”) will take place at 10:00 a.m., New York time, as promptly as practicable, but in no event later than the fourth Business Day, after the satisfaction or, to the extent permitted by applicable Law, waiver (by the party entitled to grant such waiver) of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions at the Closing), at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 or at such other place or on such other date or time as the parties hereto may mutually agree in writing.
