DELIVERABLES TO PARENT AND ACQUISITION SUB Sample Clauses

DELIVERABLES TO PARENT AND ACQUISITION SUB. The following documents and other items are being delivered to Parent and Acquisition Sub at the Closing:
Sample 1
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DELIVERABLES TO PARENT AND ACQUISITION SUB. {TC}. The following documents and other items are being delivered to Parent and Acquisition Sub at the Closing: (a) DELIVERY OF CERTIFICATES{TC}. The Old Certificates, in the manner and otherwise in accordance with Section 2.2 hereof, are being delivered to Parent. (b) OPINION OF THE COMPANY'S COUNSEL{TC}. A favorable opinion dated the Closing Date is being delivered by Swidler, Berlin, Shereff Xxxxxxxx LLP, counsel to the Company, in favor of Parent and Acquisition Sub, in form and substance reasonably satisfactory to Parent and Acquisition Sub. (c) CONSENTS AND APPROVALS{TC}. Duly executed copies of all consents and approvals contemplated by this Agreement or the Company Disclosure Schedule, in form and substance satisfactory to Parent and Acquisition Sub, are being delivered by the Company. (d) GOVERNMENT CONSENTS, AUTHORIZATIONS, ETC.{TC}. Copies of all consents, authorizations, orders or approvals of, and filings or registrations with, any Governmental Authority which are required for or in connection with the execution and delivery by the Company and the Stockholders of this Agreement, the Agreement of Merger and the Related Agreements and the consummation by the Company and the Stockholder of the transactions contemplated hereby, are being delivered by the Company. (e) COMPANY EXPENSES{TC}. A true, correct and complete schedule (the "Schedule of Expenses") of all Company Expenses paid or incurred by or on behalf of the Company through the Closing Date, accompanied by a certificate signed by the Chief Financial Officer of the Company certifying the accuracy and completeness thereof, is being delivered by the Company; and the Company is furnishing evidence satisfactory to Parent and Acquisition Sub that the Company has paid the amount of Company Expenses. (f) COMPANY EXPENSES RELEASE{TC}. A written instrument in form and substance reasonably satisfactory to Parent and Acquisition Sub is being delivered by each third party identified on the Schedule of Expenses (i) acknowledging that upon receipt by each such party in the ordinary course following the Effective Time after presentation of detailed statements thereof of the respective amounts set forth therein (each, a "Stated Amount"), such payment will constitute full payment of all fees and expenses of such party constituting Company Expenses and (ii) releasing Parent, Acquisition Sub, the Surviving Corporation and their Affiliates from any liabilities or obligations in respect of the payment of any f...
Sample 1

Related to DELIVERABLES TO PARENT AND ACQUISITION SUB

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows:

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION Parent and Acquisition hereby represent and warrant to the Company as follows:

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Mergers and Acquisitions The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation or consolidation, or agree to or effect any asset acquisition or stock acquisition, or enter into any LMA Agreement, except: (a) upon prior written notice to the Administrative Agent, the merger or consolidation of one (1) or more of the Operating Subsidiaries of the Borrower with and into the Borrower, or the merger or consolidation of two (2) or more wholly-owned (A) Operating Subsidiaries or (B) License Subsidiaries of the Borrower, so long as in each case the surviving Subsidiary is a Guarantor; (b) after the Revert Date upon prior written notice to the Administrative Agent, the acquisition (whether pursuant to an Asset Swap or otherwise) of stock, or other securities of, or any assets of, any Person, in each case to the extent such acquisition would involve all or substantially all of a radio broadcasting, television broadcasting or publishing business or business unit thereof, provided that: (i) no Default or Event of Default has occurred and is continuing or would result from such acquisition; (ii) not less than five (5) Business Days prior to the consummation of such proposed acquisition, the Borrower shall have delivered to the Administrative Agent a duly executed certificate substantially in the form of Exhibit F hereto, and upon the Administrative Agent’s request, such financial projections as shall be necessary, in the reasonable judgment of the Administrative Agent, to demonstrate that, after giving effect to such acquisition, all covenants contained herein will be satisfied on a Pro Forma Basis and that the Borrower’s ability to satisfy its payment obligations hereunder and under the other Loan Documents will not be impaired in any way; (iii) all actions have been taken to the reasonable satisfaction of the Administrative Agent to provide to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority perfected security interest in all of the assets so acquired (excluding any Excluded Assets) pursuant to the Security Documents, free of all Liens other than Permitted Liens; (iv) in the event of a stock acquisition, the acquired Person shall become a wholly-owned Subsidiary of the Borrower and shall comply with the terms and conditions set forth in §9.15; (v) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof, of the business to be acquired has approved such acquisition; (vi) all of the Borrower’s and/or its Subsidiaries’ (as the case may be) rights and interests in, to and under each contract and agreement entered into by such Person in connection with such acquisition to the extent permitted have been assigned to the Administrative Agent as security for the irrevocable payment and performance in full of the Obligations, pursuant to Collateral Assignments of Contracts in form and substance reasonably satisfactory to Administrative Agent; (vii) in the case of any acquisition involving domestic radio or television assets, the FCC shall have issued orders approving or consenting to such acquisition; (viii) the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that all liens and encumbrances with respect to the properties and assets so acquired, other than Permitted liens, have been discharged in full; (ix) the Borrower shall have delivered to the Administrative Agent (A) evidence satisfactory to the Administrative Agent that the Borrower or such Subsidiary has completed such acquisition in accordance with the terms of the contracts and agreements entered into by such Person in connection with such acquisition, and (B) certified copies of all such documents shall have been delivered to the Administrative Agent; (x) all FCC Licenses acquired in connection with such acquisition shall be transferred immediately upon consummation of such acquisition to a License Subsidiary; (xi) substantially contemporaneously with such acquisition, the Borrower shall have delivered to the Administrative Agent an updated Schedule 8.3(b) and an updated Schedule 8.21 to this Credit Agreement, as applicable, after giving effect to such acquisition.

  • Performance of Obligations of Parent and Merger Sub Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

  • REPRESENTATIONS AND WARRANTIES OF MERGER SUB Merger Sub represents and warrants to the Company as follows:

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