Merger Agreements. Parent has heretofore provided to the Partnership a correct and complete copy of the KMP Merger Agreement and the EPB Merger Agreement.
Merger Agreements. Evidence satisfactory to Agent that all conditions precedent to the closing of the IHI Merger have been satisfied, except for payment of the portion of the consideration being provided hereunder, including without limitation (i) certified executed copies of the Merger Agreement, (ii) evidence that First Reserve has made the capital injection into the Borrower described in the Merger Agreement and (iii) the Certificate of Merger issued by the Secretary of State of the appropriate state or states.
Merger Agreements. All of the conditions set forth in Section 4.02 of each Merger Agreement have been satisfied or waived (other than any such conditions that by their terms cannot be satisfied until the “Closing Date” set forth in the applicable Merger Agreement, which conditions shall be required to be so satisfied or waived on the “Closing Date” set forth in the applicable Merger Agreement).
Merger Agreements. (a) On or prior to the Public Company Merger Date, Genco II LP and Newco shall execute and deliver a merger agreement substantially in the form of Exhibit C (the "GENCO II MERGER AGREEMENT").
(b) On or prior to the Public Company Merger Date, Genco Services and Newco2 shall execute and deliver a merger agreement substantially in the form of Exhibit D (the "GENCO SERVICES MERGER AGREEMENT").
Merger Agreements. The Company shall have executed and delivered this Agreement, and the Company shall have executed and delivered all related merger agreements and Merger Filings, in form and substance satisfactory to Buyer.
Merger Agreements. On the Merger Date, the following activities shall occur, the following agreements shall be executed and delivered, and the respective parties thereto shall have performed all acts that are required by the terms of such activities and agreements to have been performed simultaneously with the execution and delivery thereof as of the Merger Date:
(a) Xxxxxxxxx and SoftNet shall each execute and deliver Articles of Merger to SoftNet in form sufficient to file with the Secretary of State of Nevada and the Secretary of State of Washington, and the Articles of Merger shall have been so filed with confirmation from the respective Secretaries of State of the filing.
(b) Xxxxxxxxx and SoftNet shall execute an Employment Agreement in the form of Exhibit A.. (c) Softnet shall pay certain obligations of the Target totaling $106,036.62 as set forth in Appendix A “Schedule for Aged Accounts Payable and Debt Obligations” attached hereto by wire to the Xxxxxxxx, Xxxxxxx & Xxxxx PLLC trust account, pay Xxxxxxxxx fifty thousand dollars ($50,000) in cash and be prepared to issue to Xxxxxxxxx of five hundred seventy five thousand dollars ($575,000) worth of unregistered, restricted, SoftNet Common Stock.
Merger Agreements. 10 5.2 Expenses..................................................... 10 5.3 Confidentiality.............................................. 10 5.4 Further Assurances and Cooperation........................... 10 5.5 Acknowledgment and Consent................................... 10
Merger Agreements. Independent will, as soon as practicable after the execution of this Agreement, enter into the Merger Agreement, the form of which is attached hereto as Exhibit A, and shall perform all of its obligations thereunder. Independent will, as soon as practicable after the execution of this Agreement, cause New Azle to duly authorize and enter into the Merger Agreement and shall cause New Azle to perform all of its obligations thereunder. Independent shall vote all of the stock of New Azle in favor of the Merger and the Merger Agreement.
Merger Agreements. The Borrowers have delivered to the Administrative Agent a complete and correct copy of each Merger Agreement, including all schedules and exhibits thereto, and all other agreements, instruments and documents pertaining thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority was required for the consummation of the RMG Acquisition, other than such as have been obtained on or prior to the consummation of the RMG Acquisition. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority was required for the consummation of the Symon Acquisition, other than such as have been obtained on or prior to the Closing Date. Each of the representations and warranties contained in each Merger Agreement and made by a Loan Party (and to the best knowledge of the Borrowers, each other Person party thereto) is true, correct and complete in all material respects. All conditions precedent to each Merger Agreement have been fulfilled or waived, the Merger Agreement has not been amended or otherwise modified, and there has been no breach of any material term or condition of the Merger Agreement, except as otherwise disclosed by the Borrowers to Administrative Agent in writing prior to the Closing Date.
(v) Section 5.01 (z) of the Credit Agreement is hereby deleted in its entirety.
(w) Section 6.01(a)(i) of the Credit Agreement is hereby amended by deleting the clause “, and (C) a fully completed and duly executed Excess Cash Flow Certificate” set f0l1h therein.
(x) Section 6.01(a)(xii) of the Credit Agreement is hereby amended and restated in its entirety as follows: “[intentionally omitted], and”
(y) Section 6.01(e) of the Credit Agreement is hereby amended by deleting the clause “one (1) such inspection or examination in any calendar year” and inserting in lieu thereof the clause “two (2) such inspections or examinations in any calendar year”.
(z) New Section 6.01(n) is hereby added to the Credit Agreement, immediately following Section 6.01(m) thereof, as follows:
Merger Agreements. True and complete copies of the Merger Agreement and of the all agreements, documents and instruments to be executed and delivered in connection therewith have been delivered to the Agent and the Lenders. No party is in default under any such agreement.
