Financing; Sprint-SoftBank Merger Agreement Sample Clauses

Financing; Sprint-SoftBank Merger Agreement. Sprint has and will cause Acquisition Corp. to have funds sufficient to pay the aggregate Merger Consideration at the Effective Time. To Sprint’s Knowledge (which definition of Knowledge shall, for purposes of this Section 3.4, not include an obligation of reasonable inquiry), as of the date of this Agreement, Sprint is not in breach of any of the terms or conditions set forth in the Sprint-SoftBank Merger Agreement, and as of the date of this Agreement, to Sprint’s Knowledge no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein to the consummation of the transactions contemplated thereby. As of the date of this Agreement, Sprint has no Knowledge that any of the conditions in the Sprint-SoftBank Merger Agreement will not be satisfied prior to the End Date, or that the full amount of funding required to be funded by SoftBank in the Sprint-SoftBank Merger Agreement will not be made available to Sprint in accordance with the terms of the Sprint-SoftBank Merger Agreement. As of the date of this Agreement, Sprint has not received written notice that SoftBank intends to terminate the Sprint-SoftBank Merger Agreement or refuse to fund the consideration required to be delivered
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Related to Financing; Sprint-SoftBank Merger Agreement

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

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

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • of the Merger Agreement Section 3.5 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • Acquisition Agreement The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

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