Consummation of Transactions, Etc Sample Clauses

Consummation of Transactions, Etc. The structure and all material terms of, and the documentation for, each component of the Transactions shall be reasonably satisfactory to each of the Lenders, including, without limitation, the agreements and documentation pertaining to the Senior Notes and the Debt Tender Offer. The transactions contemplated by the Transaction Documents shall have been consummated without the waiver of any conditions precedent thereto required to be performed on or prior to the consummation of the transactions contemplated thereby which are for the benefit of Borrowers, and Administrative Agent shall have received such evidence of the consummation of such transactions as Administrative Agent may request; all representations and warranties of Crown Holdings and the other parties thereto contained in the Transaction Documents shall be true and correct; and all notifications, consents and approvals required pursuant to the Transaction Documents shall have been given or obtained, as the case may be;
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Consummation of Transactions, Etc. The structure and all terms of, and the documentation for, each component of the Transaction shall be satisfactory to each of the Lenders. The transactions described in the Transaction Documents shall have been consummated in all material respects without any waiver or amendment, except as disclosed on Schedule 5.1(r) hereto and as consented to by the Required Lenders (such consent not to be unreasonably withheld), of any conditions precedent thereto required to be performed on or prior to the consummation of the transactions contemplated thereby which are for the benefit of each Borrower and the waiver of which, in the reasonable judgment of the Required Lenders, could be expected to have a Material Adverse Effect, and the Lenders shall have received such evidence of the consummation of such transactions as the Lenders may reasonably request; all representations and warranties of the Credit Parties and the other parties thereto contained in the Transaction Documents shall be true and correct; and all notifications, consents and approvals required pursuant to the Transaction Documents shall have been given or obtained, as the case may be;
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Consummation of Transactions, Etc. (i) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to them, from a Responsible Officer of the Borrower, for the benefit of the Administrative Agent and the Lenders, certifying that each of the Transactions (other than the initial Borrowing and the initial borrowing under the Senior Secured Credit Facilities) has been consummated or shall be consummated simultaneously with the making of the initial Borrowings under this Agreement in accordance with the terms hereof, the Ardent Acquisition Agreements and the Related Documents with respect thereto, the Senior Secured Credit Agreement, the documentation governing the AHS Tender Offer and all other related documentation (without any waiver, amendment or modification of any material provision thereof, except with the prior written consent of the Administrative Agent);
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Consummation of Transactions, Etc. (i) The Agents shall have received evidence that the Transactions have been consummated, including evidence that the Borrower shall have received not less than an amount equal to $288,750,000 in aggregate gross cash proceeds from the Equity Offering and Notes Offering, and in the case of each of the Equity Offering and the Notes Offering, that such proceeds shall have been applied in accordance with the Sources and Uses of Funds, with such changes as may be agreed to by the Agents; provided, however, that notwithstanding anything to the contrary in the foregoing, the Borrower shall have received not less than $75,000,000 in gross cash proceeds from the Equity Offering. This Agents shall be reasonably satisfied with any material changes to the Sources and Uses of Funds.
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Consummation of Transactions, Etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
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Consummation of Transactions, Etc. The transactions contemplated by the Transaction Documents shall have been consummated without the waiver, except as disclosed on SCHEDULE 5.1(o) hereto, of any conditions precedent thereto required to be performed on or prior to the consummation of the transactions contemplated thereby which are for the benefit of Borrower and the waiver of which, in the reasonable judgment of Agents, could be expected to have a Material Adverse Effect, and Agents shall have received such evidence of the consummation of such transactions as Agents may request; all representations and warranties of Borrower and the other parties thereto contained in the Transaction Documents shall be true and correct; and all notifications, consents and approvals required pursuant to the Transaction Documents shall have been given or obtained, as the case may be except as disclosed on SCHEDULE 5.1(o) hereto.
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Consummation of Transactions, Etc. The transactions contemplated by the Transaction Documents shall have been consummated without the waiver, except as disclosed on SCHEDULE 5.1(S) hereto, of any conditions precedent thereto required to be performed on or prior to the consummation of the transactions contemplated thereby which are for the benefit of Borrower and the waiver of which, in the judgment of Administrative Agent, would reasonably be expected to have a Material Adverse Effect, and Administrative Agent shall have received a certificate of a Responsible Officer on behalf of Borrower, dated the date of this Agreement and in the form of EXHIBIT 5.1(F) (with appropriate insertions), stating that the Transaction has been consummated, all representations and warranties of Borrower and to Borrower's knowledge the other parties thereto contained in the Transaction Documents are true and correct in all material respects, and all notifications, consents and approvals required pursuant to the Transaction Documents shall have been given or obtained, as the case may be;
Sample 1
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Related to Consummation of Transactions, Etc

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Closing of Transactions 2 Section 1.3 Exchange of Secretary's Certificates.......................................................2

  • Closing of Transaction The sale of the Share by Seller to Purchaser under the Shareholder Agreement shall be coordinated with and shall occur simultaneously with the closing of the transactions contemplated by the Share Purchase Agreement and the Remaining Agreements. Within one business day after the Closing, the Purchaser shall deliver to Seller the cash portion of the purchase price as set forth in the Shareholder Agreement. The cash portion of the purchase price for all outstanding shares of limited liability company interest may be transferred by wire transfer to the Company's US dollar account, for immediate distribution to the Seller and the other sellers of such limited liability company interests. Within 30 days after the Closing, the Purchaser shall deliver to the Seller a stock certificate representing the preferred stock of the Purchaser to which the Seller shall be entitled hereunder and under the Shareholder Agreement.

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • As Of Transactions For purposes of this Article M, the term “

  • TIMING OF TRANSACTIONS Distributor hereby appoints the Company as agent for the Funds for the limited purpose of accepting purchase and redemption orders for Fund shares from the Contract owners. On each day the New York Stock Exchange (the "Exchange") and the Company are open for business (each, a "Business Day"), the Company may receive instructions from the Contract owners for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and transmitted to the Funds' transfer agent by 9:30 a.m. Eastern time on the next Business Day will be executed at the net asset value determined as of the Close of Trading on that Business Day. Any Orders received by the Company on such day but after the Close of Trading, and all Orders that are transmitted to the Funds' transfer agent after 9:30 a.m. Eastern time on the next Business Day, will be executed at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day as of which an Order is executed by the Funds' transfer agent pursuant to the provisions set forth above is referred to herein as the "Trade Date". All orders are subject to acceptance or rejection by Distributor or the Funds in the sole discretion of either of them.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

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