Holdings Merger. The Administrative Agent shall have received:
Holdings Merger. Each of the Company and Holdings has all requisite corporate, partnership or other power and authority to execute and deliver the Holdings Merger Agreement and to perform its obligations under such agreement and to consummate the merger contemplated by such agreement. The execution, delivery and performance of the Holdings Merger Agreement by the Company and Holdings and the consummation by such parties of the merger contemplated by such agreement have been duly authorized by all necessary corporate, partnership or other action on the part of the Company and Holdings and no other corporate, partnership or other proceedings on the part of the Company or Holdings are necessary to authorize the Holdings Merger Agreement or to consummate the merger contemplated by such agreement. Holdings has obtained all consents and approvals required from its general and limited partners in order to consummate the Holdings Transaction. The Holdings Merger Agreement has been duly executed and delivered by the Company and Holdings, and constitutes a legal, valid and binding obligation of each of the Company and Holdings, enforceable against such parties in accordance with its terms, subject to the Bankruptcy and Equity Exception. The execution, delivery and performance of the Holdings Merger Agreement by the Company and Holdings do not, and the consummation by such parties of the merger contemplated by such agreement and compliance by such parties with the provisions of such agreement will not, conflict with, or result in any violation or breach of, (i) the organizational documents of such entity or (ii) any Law or Order applicable to such party or any of its Subsidiaries or any of its properties, rights or assets. Pursuant to the Holdings Transaction, all outstanding partnership or other equity interests in Holdings shall be cancelled and shall cease to exist, and, in the case of limited partnership interests of Holdings that are not held by the Company, shall be converted into shares of Company Common Stock in accordance with the terms of the Exchange Agreement prior to the Effective Time. At the Effective Time, each of the Recapitalization Agreement, the Exchange Agreement and the Holdings Limited Partnership Agreement shall have been terminated and no further obligations shall exist under such agreements.
Holdings Merger. Parent hereby covenants and agrees that it shall not close the Holdings Merger unless the Merger has closed prior to or is closing concurrently with the Holdings Merger; provided, however, that such restriction shall not apply if this Agreement and the Merger shall have been submitted to a vote of Unitholders and the outcome of such vote shall not have constituted a Unitholder Approval.
Holdings Merger. Each of the conditions to consummation of the Holdings Merger set forth in the Holdings Merger Agreement (other than the condition contained in Section 7.10 of the Holdings Merger Agreement) shall have been satisfied or waived by the party or parties entitled to the benefit of such condition.
Holdings Merger. Knight Acquisition Corp., a Delaware corporation ("Merger Sub"), shall merge with and into Holdings, with Holdings as the surviving company (the "Holdings Merger"), pursuant to the terms of that certain Agreement and Plan of Merger dated as of April 2, 2004, by and among KH LLC, Merger Sub, and Holdings (the "Merger Agreement"). The Merger Agreement shall have been adopted by holders of (1) two-thirds of the outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock of Holdings, voting together as a single series; (2) two-thirds of the outstanding shares of Series B Preferred Stock and Series B-1 Preferred Stock of Holdings, voting together as a single series; and (3) a majority of the outstanding shares of Holdings capital stock, voting together as a single class (on an as-converted to common stock basis). Persons holding at least 95% of the holders of capital stock of Holdings shall have executed and delivered, or unconditionally agreed to execute and deliver, the LLC Agreement and the Unitholders Agreement.
Holdings Merger. Following the effective time of the AMCAS Merger but prior to the Effective Time, the Company shall be merged with and into Holdings and the separate corporate existence of the Company shall thereupon cease. Holdings shall be the surviving entity in the Holdings Merger. At the effective time of the Holdings Merger, the effect of the Holdings Merger shall be as provided in this Agreement, the certificates of merger filed with the Delaware Secretary of State and the New York Secretary of State with respect to the Holdings Merger (the “Holdings Certificates of Merger”) and the applicable provisions of the DGCL and the N-PCL.
Holdings Merger. From and after the consummation of the Holdings Merger, the following provisions shall be applicable:
Holdings Merger. At the Effective Time, Merger Sub 2 will merge with and into Holdings Merger Sub, the separate existence of Merger Sub 2 shall cease and Holdings Merger Sub shall continue as the surviving entity (the “Surviving LLC”). As a result of the Holdings Merger, Holdco will own 100% of the Shares (as defined in the limited liability company agreement of the Surviving LLC) of the Surviving LLC (other than the managing member interest and special voting limited liability company interest, which will continue to be owned by BGC Holdings GP).
Holdings Merger. The effects of the Holdings Merger shall be as provided in this Agreement and in the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, property, rights, privileges, powers and franchises of Holdings Merger Sub and Merger Sub 2 shall vest in the Surviving LLC, and all debts, liabilities and duties of Holdings Merger Sub and Merger Sub 2 shall become the debts, liabilities and duties of the Surviving LLC, and the separate legal existence of Merger Sub 2 shall cease for all purposes, all as provided under the DLLCA.
Holdings Merger. At the Effective Time, by virtue of the Holdings Merger and without any action on the part of Holdings Merger Sub, Merger Sub 2 or the holder of any equity interest of Holdings Merger Sub or Merger Sub 2:
