Disney Merger Agreement Sample Clauses

Disney Merger Agreement. The Separation shall be consummated substantially concurrently with (and in any event within one (1) Business Day, subject to Section 2.05(e), of) the Closing Date in accordance with the Disney Merger Agreement and the Disney Merger Agreement shall not have been amended or modified since June 20, 2018, and no condition shall have been waived or consent granted by 21CF or its applicable affiliates, in each case, in any respect that is materially adverse to the Lenders with respect to the Separation without the Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that, unless the aggregate Anticipated Hook Stock Tax (as defined in the Disney Merger Agreement) does not exceed $1.35 billion, 21CF shall not exercise its right to provide the notice pursuant to Section 6.02(d)(i)(C)(y) of the Disney Merger Agreement (as in effect on the date hereof), without the Arranger having first provided its written consent thereto (such consent not to be unreasonably withheld, delayed or conditioned).
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Related to Disney Merger Agreement

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

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