Denial of License; Individuals. If any Person shall become an Ineligible Person prior to the Closing, then (i) the Company shall use its best efforts to cause each Ineligible Person to, immediately and permanently, resign from any position, including as director or officer, in the Company and each Ineligible Person shall have no further management role in the Company, (ii) if required to do so by any Governmental Entity as a condition to receipt of any Gaming Approval, the Company shall use its best efforts to cause each Ineligible Person to dispose of all of its securities or other ownership interests in the Company, and (iii) the Company shall use its best efforts to cause each Ineligible Person to, cooperate with the Company, Parent and Merger Sub in their efforts to obtain and retain in full force and effect the Gaming Approval. “Ineligible Person” shall mean any Person who owns any capital stock or other interest in the Company (i) who is denied a Gaming Approval, disqualified from eligibility for a Gaming Approval or found unsuitable by any Governmental Entity before the Closing Date, (ii) whose continued involvement in the business of the Company as an employee, director, officer or otherwise, may, in Parent’s opinion after consultation with counsel, have a material adverse effect on the likelihood that any Governmental Entity will issue a Gaming Approval to the Company, the Surviving Corporation, Merger Sub or Parent or (iii) is expressly precluded from having any continuing interest in the Company, the Surviving Corporation, Merger Sub or Parent in any Gaming Approval granted by a Governmental Entity as a condition to the issuance or continued validity of any Gaming Approval by any Governmental Entity.
Appears in 2 contracts
Samples: Merger Agreement (International Game Technology), Merger Agreement (Venture Catalyst Inc)
Denial of License; Individuals. If any Person person shall become an Ineligible Person prior to the Closing, then (i) each Ineligible Person shall, and the Company shall use its best efforts to cause each Ineligible Person to, immediately and permanently, resign from any position, including as director or officer, in the Company Company, Parent or Sub and each Ineligible Person shall have no further management role in Parent, Sub or the Company, (ii) if required to do so by any Governmental Entity as a condition to receipt of any Gaming Approval, each Ineligible Person shall, and the Company shall use its best efforts to cause each Ineligible Person to to, dispose of all of its securities or other ownership interests in the Company, and (iii) each Ineligible Person shall, and the Company shall use its best efforts to cause each Ineligible Person to, cooperate with the Company, Parent and Merger Sub in their efforts to obtain and retain in full force and effect the Gaming Approval. “"Ineligible Person” " shall mean any Person person who owns any capital stock or other interest in the Company (i) who is denied a Gaming Approval, disqualified from eligibility for a Gaming Approval or found unsuitable by any Governmental Entity before the Closing Date, (ii) whose continued involvement in the business of the Company as an employee, director, officer or otherwise, may, in Parent’s 's reasonable opinion after consultation with counsel, have a material adverse effect Material Adverse Effect on the likelihood that any Governmental Entity will issue a Gaming Approval to the Company, the Surviving Corporation, Merger Sub or Parent or (iii) is expressly precluded from having any continuing interest in the Company, the Surviving Corporation, Merger Sub or Parent in any Gaming Approval granted by a Governmental Entity as a condition to the issuance or continued validity of any Gaming Approval by any Governmental Entity.
Appears in 2 contracts
Samples: Merger Agreement (Sodak Gaming Inc), Merger Agreement (International Game Technology)
Denial of License; Individuals. If any Person person shall become an Ineligible Person prior to the Closing, then (i) each Ineligible Person shall, and Parent or the Company shall use its best efforts to cause each Ineligible Person to, immediately and permanently, resign from any position, including as director or officer, in the Company Company, Parent or Sub and each Ineligible Person shall have no further management role in Parent, Sub or the Company, (ii) if required to do so by any Governmental Entity as a condition to receipt of any Gaming Approval, each Ineligible Person shall, and Parent or the Company shall use its best efforts to cause each Ineligible Person to to, dispose of all of its securities or other ownership interests in Parent or the Company, and (iii) each Ineligible Person shall, and Parent or the Company shall use its best efforts to cause each Ineligible Person to, cooperate with the Company, Parent and Merger Sub in their efforts to obtain and retain in full force and effect the Gaming Approval. “Ineligible Person” "INELIGIBLE PERSON" shall mean any Person person (i) who owns any capital stock or other interest in Parent or the Company (i) and who is denied a Gaming Approval, disqualified from eligibility for a Gaming Approval or found unsuitable by any Governmental Entity before the Closing Date, Date (ii) whose continued involvement in the business of Parent or the Company as an employee, director, officer or otherwise, may, in Parent’s opinion after consultation with counsel, otherwise is reasonably likely to have a material adverse effect on on] the likelihood that any Governmental Entity will issue a Gaming Approval to the Company, the Surviving Corporation, Merger Sub or Parent or (iii) is expressly precluded from having any continuing interest in the Company, the Surviving Corporation, Merger Sub or Parent in any Gaming Approval granted by a Governmental Entity as a condition to the issuance or continued validity of any Gaming Approval by any Governmental Entity.
Appears in 2 contracts
Samples: Merger Agreement (International Game Technology), Merger Agreement (International Game Technology)
Denial of License; Individuals. If any Person person shall become an Ineligible Person prior to the Closing, then (i) the Company shall use its best efforts to cause each Ineligible Person to, immediately and permanently, resign from any position, including as director or officer, in the Company and each Ineligible Person shall have no further management role in the Company, (ii) if required to do so by any Governmental Entity as a condition to receipt of any Gaming Approval, the Company shall use its best efforts to cause each Ineligible Person to dispose of all of its securities or other ownership interests in the Company, and (iii) the Company shall use its best efforts to cause each Ineligible Person to, cooperate with the Company, Parent and Merger Sub in their efforts to obtain and retain in full force and effect the Gaming Approval. “Ineligible Person” "INELIGIBLE PERSON" shall mean any Person person who owns any capital stock or other interest in the Company (i) who is denied a Gaming Approval, disqualified from eligibility for a Gaming Approval or found unsuitable by any Governmental Entity before the Closing Date, (ii) whose continued involvement in the business of the Company as an employee, director, officer or otherwise, may, in Parent’s 's reasonable opinion after consultation with counsel, have a material adverse effect Material Adverse Effect on the likelihood that any Governmental Entity will issue a Gaming Approval to the Company, the Surviving Corporation, Merger Sub or Parent or (iii) is expressly precluded from having any continuing interest in the Company, the Surviving Corporation, Merger Sub or Parent in any Gaming Approval granted by a Governmental Entity as a condition to the issuance or continued validity of any Gaming Approval by any Governmental Entity.
Appears in 1 contract
Denial of License; Individuals. If any Person person shall become an Ineligible Person prior to the Closing, then (i) each Ineligible Person shall, and Parent or the Company shall use its best efforts to cause each Ineligible Person to, immediately and permanently, resign from any position, including as director or officer, in the Company Company, Parent or Sub and each Ineligible Person shall have no further management role in Parent, Sub or the Company, (ii) if required to do so by any Governmental Entity as a condition to receipt of any Gaming Approval, each Ineligible Person shall, and Parent or the Company shall use its best efforts to cause each Ineligible Person to to, dispose of all of its securities or other ownership interests in Parent or the Company, and (iii) each Ineligible Person shall, and Parent or the Company shall use its best efforts to cause each Ineligible Person to, cooperate with the Company, Parent and Merger Sub in their efforts to obtain and retain in full force and effect the Gaming Approval. “"Ineligible Person” " shall mean any Person person (i) who owns any capital stock or other interest in Parent or the Company (i) and who is denied a Gaming Approval, disqualified from eligibility for a Gaming Approval or found unsuitable by any Governmental Entity before the Closing Date, Date (ii) whose continued involvement in the business of Parent or the Company as an employee, director, officer or otherwise, may, in Parent’s opinion after consultation with counsel, otherwise is reasonably likely to have a material adverse effect on on] the likelihood that any Governmental Entity will issue a Gaming Approval to the Company, the Surviving Corporation, Merger Sub or Parent or (iii) is expressly precluded from having any continuing interest in the Company, the Surviving Corporation, Merger Sub or Parent in any Gaming Approval granted by a Governmental Entity as a condition to the issuance or continued validity of any Gaming Approval by any Governmental Entity.
Appears in 1 contract
Samples: Merger Agreement (Anchor Gaming)