Integration of Legal Entities Sample Clauses

Integration of Legal Entities. The parties agree to cooperate and take all reasonable requisite action prior to or following the Effective Time to merge or otherwise consolidate legal entities (effective at or after the Effective Time) to the extent desirable in Parent's good faith judgment for commercial, regulatory or other reasons, and further agree that Parent may at any time change the method of effecting the Merger, including, without limitation, by transferring the capital stock of Merger Sub to another direct or indirect wholly owned Subsidiary of Parent or by merging another direct or indirect wholly owned subsidiary of Parent with and into the Company or merging the Company with or into Merger Sub or another direct or indirect subsidiary of Parent, and the Company shall cooperate in such efforts, including by entering into an appropriate amendment to this Agreement, provided, however, that any such actions shall not (a) alter or change the amount or kind of (or tax treatment for) Merger Consideration to be paid to holders of the Company Common Stock as provided for in this Agreement or (b) materially delay receipt of any approval referred to in Section 8.1(b) or the consummation of the transactions contemplated by this Agreement.
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Integration of Legal Entities. 7 ARTICLE II CLOSING; DISCLOSURE; STANDARDS
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Integration of Legal Entities. The parties hereto currently intend to effectuate, or cause to be effectuated, following the Effective Time, the combination (the "Subsidiary Combination") of the securities business of Piper Jaffray Inc. with the Xxxxxxx 00 Xubsidiary (under the name U.S. Bancorp Piper Jaffray Inc.). The paxxxxx xxxxxx shall cooperate and take all reasonable, requisite actions, including executing all requisite documentation, prior to or following the Effective Time to effect the Subsidiary Combination; provided, however, that any such actions shall not materially impede or delay receipt of any approval or consent referred to in Section 7.01(b) or consummation of the transactions contemplated by this Agreement. The parties also agree to cooperate and take all reasonable, requisite additional action prior to or following the Effective Time to merge or otherwise consolidate legal entities to the extent desirable for regulatory or other reasons; provided, however, that any such actions shall not materially impede or delay receipt of any approval or consent referred to in Section 7.01(b) or consummation of the transactions contemplated by this Agreement.
Sample 1
Integration of Legal Entities. At or following the Effective Time the parties hereto currently intend to effectuate, or cause to be effectuated, the combination (the "SUBSIDIARY COMBINATION") of all of the businesses of IJL and its Subsidiaries and that of Wachovia Capital Markets, Inc. Each party agrees to cooperate with the other and to take all reasonable actions prior to or following the Effective Time, including executing all requisite documentation, as may be requested by Wachovia to effect the Subsidiary Combination; PROVIDED, HOWEVER, that any such actions shall not materially impede or delay receipt of any approval or consent referred to in Section 7.01(b) or consummation of the Merger. Each party also agrees to cooperate with the other and to take all reasonable additional action prior to or following the Effective Time, including executing all requisite documentation, as may be requested by Wachovia to merge or otherwise consolidate legal entities to the extent desirable for regulatory or other reasons; PROVIDED, HOWEVER, that any such actions shall not materially impede or delay receipt of any approval or consent referred to in Section 7.01(b) or consummation of the Merger. The effectiveness of any of the foregoing transactions shall be subject to the effectiveness of the Merger.
Sample 1
Integration of Legal Entities. The parties hereto currently intend ----------------------------- to effectuate, or cause to be effectuated, no earlier than the day following the Effective Time, the combination (the "Subsidiary Combination") of EVEREN Securities, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("EVEREN Securities"), and First Union Capital Markets Corp., a North Carolina corporation and a wholly owned subsidiary of First Union. The parties hereto shall, and shall cause their subsidiaries to, cooperate and take all requisite actions, including, without limitation, executing all requisite documentation, as may be reasonably required by First Union prior to or following the Effective Time to consummate the Subsidiary Combination. The parties also agree to, and shall cause their subsidiaries to, cooperate and take all requisite additional action as may be reasonably required prior to or following the Effective Time to merge or otherwise consolidate legal entities following the Effective Time to the extent desirable for regulatory or other reasons. Notwithstanding the foregoing, no actions contemplated by this Section ------- 1.03 shall be taken if such actions would adversely affect the tax treatment to ---- the Company's stockholders as a result of receiving the Consideration or prevent the parties from obtaining the opinions of counsel referred to in Sections -------- 6.02(C) and 6.03(C). ------- -------
Sample 1
Integration of Legal Entities. The parties agree to cooperate and take all requisite action prior to or following the Effective Time to merge or otherwise consolidate legal entities (effective at or after the Effective Time) to the extent desirable in Parent's judgment for commercial, regulatory or other reasons, and further agree that Parent may at any time change the method of effecting the Merger, including, without limitation, by merging another direct or indirect wholly owned subsidiary of Parent with and into the Company, and the Company shall cooperate in such efforts, including by entering into an appropriate amendment to this Agreement, provided, however, that any such actions shall not (a) alter or change the amount or kind of Merger Consideration to be paid to holders of the Company Common Stock as provided for in this Agreement or (b) materially delay receipt of any approval referred to in Section 7.1(b) or the consummation of the transactions contemplated by this Agreement.
Sample 1
Integration of Legal Entities. 9 2.04 Reservation of Right to Revise Structure.............................9
Sample 1
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Integration of Legal Entities. Following the Effective Time the parties hereto currently intend to effectuate, or cause to be effectuated, the combination (the "Subsidiary Combination") of the business of Key Capital Markets, Inc. with that of McDoxxxx & Xompany Securities, Inc. The Company agrees to cooperate with the Acquiror and to take all reasonable actions prior to or following the Effective Time, including executing all requisite documentation, as may be requested by the Acquiror to effect the Subsidiary Combination; provided, however, that any such actions shall not materially impede or delay receipt of any approval or consent referred to in Section 7.01(b) or consummation of the Merger. The Company also agrees to cooperate with the Acquiror and to take all reasonable additional action prior to or following the Effective Time, including executing all requisite documentation and taking reasonable restructuring steps for regulatory purposes, as may be requested by the Acquiror to merge or otherwise consolidate legal entities to the extent desirable for regulatory or other reasons; provided, however, that any such actions shall not materially impede or delay receipt of any approval or consent referred to in Section 7.01(b) or consummation of the Merger.
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Related to Integration of Legal Entities

  • Retention of Legal Obligations 22.5.1 Notwithstanding the Supplier's right to sub-contract pursuant to this Clause 22, the Supplier shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own.

  • Relationship Among Parties CNHCA and the Seller acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to CNHCA and the Seller with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, CNHCA, the Seller or any other person. Additionally, none of the Underwriters are advising CNHCA, the Seller or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. CNHCA and the Seller shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to CNHCA or the Seller with respect to any such legal, tax, investment, accounting or regulatory matters. Any review by the Underwriters of CNHCA, the Seller, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of CNHCA or the Seller.

  • Implementation of Agreement Each Party must promptly execute all documents and do all such acts and things as is necessary or desirable to implement and give full effect to the provisions of this Agreement.

  • Integration and Amendment This Agreement represents the entire and integrated agreement between the Town and the Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Any amendments to this Agreement must be in writing and be signed by both the Town and the Contractor.

  • Printing of Agreement The parties will mutually share the cost of printing this Agreement.

  • Integration and Severability This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Parties. The provisions of this Agreement are severable, and in the event any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

  • Operation of Agreement This Agreement will be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any time during the Term, without further action, this Agreement shall become immediately operative.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Cooperation of Parties The Parties to this Agreement agree to cooperate in good faith to prepare and execute all documents, to seek Court approval, defend Court approval, and to do all things reasonably necessary to complete and effectuate the Settlement described in this Agreement.

  • Selection and Nomination of Trustees While this Plan is in effect, the selection and nomination of persons to be Trustees of the Fund who are not "interested persons" of the Fund ("Disinterested Trustees") shall be committed to the discretion of the incumbent Disinterested Trustees. Nothing herein shall prevent the incumbent Disinterested Trustees from soliciting the views or the involvement of others in such selection or nomination as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Trustees.

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