Failure of Merger. The failure to complete the mergers contemplated by Section 2.2 of this Agreement no later than May 10, 2019.
Failure of Merger. The office of the Secretary of State of Ohio shall reject the certificate of merger filed in connection with the Merger, and such certificate of merger is not re-submitted by Borrowers to the office of the Secretary of State of Ohio, and accepted as corrected within the appropriate time limit set by the laws of the State of Ohio.
Failure of Merger. If the Merger shall not be consummated prior to October 24, 1997, and the other conditions set forth in Section 2.2(b) are not satisfied by October 24, 1997, the Demand Note shall be returned to Buyer and certificates representing the Company Shares to Seller and this Agreement shall terminate and no party hereto (or, in the case of Buyer, any of its directors or officers) shall have any liability or other obligation to any other party to this Agreement.
Failure of Merger. The conditions specified in Section 3.2 shall not have been satisfied or waived in accordance with the terms of this Agreement on or before December 31, 2006, the Acquisition Agreement shall have been terminated prior to consummation of the Merger in accordance with the terms thereof, or any proceeding or any litigation pending against any Credit Party with respect to the effectiveness of the Merger (including any injunctive, declaratory or other equitable actions) shall have been adversely determined against such Credit Party by a court of competent jurisdiction prior to consummation of the Merger. THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(iv) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonable requested by Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding.
Failure of Merger. In the event that merger with Neah and the Purchasers does not occur, this Agreement shall be null and void and of no effect. Very truly yours, ______ (Company) By: ______ (Authorized Officer) AGREED AND ACCEPTED AS OF THE DATE OF THIS LETTER: Novellus Corporation
