Consummation of the Transactions. Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to cause the Closing to occur upon the terms and conditions set forth herein. FCG shall cooperate with the Investor, and the Investor shall cooperate with FCG, in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required in connection with the consummation of the transactions contemplated by this Agreement, and each party requesting such cooperation shall reimburse the other party's reasonable out-of-pocket expenses in providing such cooperation.
Consummation of the Transactions. (a) Subject to the terms and conditions of this Agreement, each of the Parties agrees and undertakes to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, the Merger Agreement or any other agreement contemplated hereby or thereby.
(b) In the event that the Closing Conditions are satisfied or waived in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all Investors other than any Failing Investor (the “Closing Investors”) acting unanimously shall have the right to (i) direct Holdco, Midco and Parent, as applicable, to enforce the obligations of such Failing Investor under its Equity Commitment Letter or the Contribution and Support Agreement, as applicable, and/or (ii) terminate the participation in the Transactions of such Failing Investor; provided that such termination shall not affect the rights or remedies of the Closing Investors against such Failing Investor with respect to such breach or threatened breach. If the Closing Investors terminate a Failing Investor’s participation in the Transactions pursuant to the immediately preceding sentence, MBKP shall have the right (but not the obligation) to provide equity financing for the Transactions to replace the amount of such Failing Investor’s Investor Equity Commitment (“Replacement Equity”) (provided that MBKP’s Replacement Equity shall not exceed an amount that, together with MBKP’s Investor Equity Commitment, would result in MBKP holding more than 41.0% of the issued and outstanding equity interests or more than 31.5% of the aggregate voting power in Holdco on a fully-diluted basis as of the Closing without the prior written consent of Horizon (which consent shall be provided by Horizon in the event that Replacement Equity in excess of such amount is required to consummate the Merger and no source of alternative capital is readily available)). To the extent MBKP elects not to or cannot provide Replacement Equity in an aggregate amount equal to such Failing Investor’s Investor Equity Commitment, the Closing Investors acting unanimously may offer one or more other Closing Investors or new investors the opportunity to provide Replacement Equity...
Consummation of the Transactions. In the event that the Closing Conditions are satisfied or validly waived in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obliged to consummate the Merger in accordance with the Merger Agreement, the Principal Investors who are not Failing Investors (as defined below), acting jointly, may (i) direct Parent to enforce the obligation of any Failing Investors under its Equity Commitment Letter or Support Agreement, as applicable, and/or (ii) terminate the participation in the Transactions of any Investor that fails to fund its Commitment (as defined below) or that asserts in writing its unwillingness to fund its Commitment, in each case pursuant to its Equity Commitment Letter or Support Agreement, as applicable (a “Failing Investor”); provided, that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor with respect to such breach or threatened breach, which rights shall be exercised in the manner as provided in Sections 2.4 and 2.5 hereof. In the event the Principal Investors who are not Failing Investors, acting jointly, terminate a Failing Investor’s participation in the Transactions, the amount of such Failing Investor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under its Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) shall first be offered to (A) the Principal Investors in proportion of their respective LG Percentages, if neither of the Principal Investors is a Failing Investor or (B) the Principal Investor who is not a Failing Investor, if one of the Principal Investors is a Failing Investor, and if none or not all of a Failing Investor’s Commitment is accepted by the Principal Investors (other than any Failing Investor) in such proportions, then the Principal Investors who are not Failing Investors, acting jointly, may offer such Failing Investor’s Commitment, or any portion thereof, to the Rollover Investors or to one or more new investors approved by the Principal Investors who are not Failing Investors, acting jointly; provided that, the prior written consent of JD shall be required if such new investor is a Restricted Transferee. Each Investor agrees that in the event the consent or direction of the P...
Consummation of the Transactions contemplated by this Equity Agreement in compliance with provisions of this Equity Agreement will not result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance on, any property or assets of Licensee pursuant to any indenture, mortgage, deed of trust, agreement, corporate charter, bylaws, contract, or other instrument to which Licensee is a party or by which Licensee may be bound or any law, rule, regulation, qualification, license, order or judgment applicable to Licensee or any of its property.
Consummation of the Transactions contemplated herein shall not be deemed a waiver of a breach of or inaccuracy in any representation, warranty or covenant or of any party's rights and remedies with regard thereto.
Consummation of the Transactions. (i) On or prior to the Closing Date, the Equity Financing shall have been consummated in accordance with the Equity Financing Documents and all applicable Laws and (A) the Parent shall have received cash proceeds in an amount at least equal to the Minimum Equity Financing Amount, in the form of a capital contribution by the Sponsors and then immediately used all such cash proceeds to make a capital contribution to the Obligor and (B) the Obligor shall have utilized (and caused its Subsidiaries to utilize) the Minimum Equity Financing Amount received by it as provided in the preceding clause (A) to make payments owing in connection with the Transactions prior to, or concurrently with, the utilization by the Obligor of any proceeds of Loans for such purpose.
(ii) On or prior to the Closing Date, (A) the Acquisition shall have been consummated in accordance with (x) the terms and conditions of the Acquisition Documents therefor (without any waiver by the Obligor or its Subsidiaries of any conditions precedent to their obligations thereunder) and (y) all applicable Laws and (B) after giving effect thereto, (x) the Permitted Holder shall be the controlling shareholder of the Obligor and its Subsidiaries and (y) the management and corporate and capital structure of the Obligor and its Subsidiaries (including without limitation the Companies) and any Equity Financing Documents (including shareholders’ agreements) related thereto shall be reasonably satisfactory to the Bank.
(iii) On or prior to the Closing Date, the Lenders shall have made the Loans to the Obligor under the Credit Agreement in the aggregate amount of U.S.$350,000,000 and the Obligor shall have used such proceeds as required in the Credit Agreement.
(iv) After giving effect to the consummation of the Transaction, there shall not exist (i) any Indebtedness (other than (x) the Obligations and (y) Indebtedness permitted under Section 8.04(ii) or (iii) of the Credit Agreement) of any of the Obligor and its Subsidiaries or (ii) any Liens (other than Permitted Liens) on any Equity Interests, property or assets of any of the Obligor and its Subsidiaries.
Consummation of the Transactions. (i) The Acquisition shall have been consummated or shall be consummated substantially simultaneously with the initial funding of the Loans hereunder, in accordance with the terms of the Merger Agreement, without giving effect to any modifications, amendments, consents or waivers thereto that are material and adverse to the Lenders (it being understood that any decrease in the amount of the consideration to be paid pursuant to the Merger Agreement that is less than or equal to 10% of the total consideration set forth in the Merger Agreement as of the date of the Merger Agreement shall not be deemed material and adverse to the interest of the Lenders).
(ii) The Closing Date shall have occurred on or prior to October 15, 2012.
(iii) Contemporaneously with the initial funding of the Loans hereunder, the Closing Date Refinancing shall have been consummated.
Consummation of the Transactions. Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to cause the Closing to occur upon the terms and conditions hereof. The Seller shall cooperate with the Buyer, and the Buyer shall cooperate with the Seller and the Company in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required in connection with the consummation of the transactions contemplated by this Agreement.
Consummation of the Transactions. Subject to the terms and conditions of this Agreement, RSI and VANTAS, on the one hand, and CarrAmerica and the Company, on the other hand, shall use their respective commercially reasonable efforts to cause the HQ Merger and the Closing to occur upon the terms and conditions hereof. RSI and VANTAS, on the one hand, and CarrAmerica and the Company, on the other hand, shall cooperate with one another in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be necessary or desirable in connection with the consummation of the transactions contemplated by this Agreement and the performance by the HQ Surviving Corporation and each of its Subsidiaries of its business after such consummation, and in seeking necessary consultation with and prompt favorable action by any such Governmental Entity or third party.
Consummation of the Transactions. Agent shall have received evidence that the Transactions shall have been consummated, including evidence in form and substance satisfactory to it that all Existing Indebtedness shall have been paid and satisfied in full pursuant to pay-off or similar letters in form and substance satisfactory to the Lenders, and all Liens securing such Existing Indebtedness shall have been released and terminated of record.
