Evidence of Merger Sample Clauses

Evidence of Merger. Evidence satisfactory to the Lender that FMH and the Company have completed a merger with the Company as the survivor, on terms satisfactory to the Lender.
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Evidence of Merger. The Conversion Date shall have occurred and Borrower shal have delivered to CoBank true and complete copies of the duly executed documents between Borrower and Gold Xxxx Holdings Inc. (“Survivor”) evidencing (i) the merger of Borrower with and into Survivor pursuant to which, among other things, the corporate status of Borrower is converted to a for-profit corporation and Borrower ceases to have the status of a cooperative under Subchapter T of the Code, and (ii) the change of the name of Survivor to “Gold Xxxx Inc.”; and (b) copies of all documents required to be delivered pursuant to Section 10.5(e) of the Credit Agreement.
Evidence of Merger. Evidence Noir Acquisition Corporation and the Company shall have merged, with the Company surviving the merger.
Evidence of Merger. The Administrative Agent shall have received from the Borrower a copy of the certificates of merger certified by the Secretary of State of Indiana with respect to the merger of Emmis FM Broadcasting Corporation of Indianapolis, Emmis AM Radio Corporation of Indianapolis, Emmis FM Radio Corporation of Indianapolis, Emmis 1310 AM Radio Corporation of Indianapolis and Emmis 105.7 FM Radio Corporation of Indianapolis, each a wholly-owned Subsidiary of the Borrower, with and into Emmis Publishing Corporation, a wholly-owned Subsidiary of the Borrower.
Evidence of Merger. The Administrative Agent shall have received reasonably satisfactory evidence of the merger of (i) each of Frontier Intermediate GP, Inc., Frontier Intermediate, L.P. and Frontier Parent, Inc. ultimately into Kodiak Corp (with Kodiak Corp as the surviving entity), (ii) each of Pegasus EOR, LLC and Pegasus Optimization Employer, LLC ultimately into the Kodiak Borrower (with the Kodiak Borrower as the surviving entity) and (iii) PRM Compression II, LLC into Pegasus Optimization Managers, LLC (with Pegasus Optimization Managers, LLC as the surviving entity). Without limiting the generality of the provisions of Article VIII of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Third Amendment shall be deemed to have consented to, approved or accepted or be satisfied with, each document or other matter required under this Section 2 to be consented to or approved by or be acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Third Amendment Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 2 by and on behalf of any of the Obligors shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower Representative and the Lenders of the Third Amendment Effective Date, and such notice shall be conclusive and binding.

Related to Evidence of Merger

  • Articles of Merger The Parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Effect of Merger (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) A merger or consolidation effected pursuant to this Article shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Conditions of Merger 14 SECTION 5.1 Conditions to Obligation of Each Party to Effect the Merger 14 SECTION 5.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger ..................................... 15 SECTION 5.3 Additional Conditions to Obligation of the Company to Effect the Merger ............................................... 16 ARTICLE VI

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • 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.

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