Merger Conditions. The respective obligations of each party to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following conditions:
Merger Conditions. Nothing in this Agreement shall constitute a waiver by Covad of any rights it may have under the FCC Order in the Application of Xxxx Atlantic Corporation, Transferee, For Consent to Transfer control of Xxxx Atlantic Corporation and its Subsidiaries, NSD-L-96-10, Memorandum Opinion and Order (August 14, 1997) ("the FCC Merger Order"). Any such rights under the FCC Merger Order shall supplement Covad's rights under this Agreement. Upon Covad's request, Xxxx Atlantic will provide Covad with the then current Installment Payment Option outlined in the FCC Merger Order.
Merger Conditions. All conditions to the Merger set forth in Article 6 of the Merger Agreement (other than the consummation of the Partnership Merger) shall have been satisfied or waived.
Merger Conditions. 36 6.1 Offer...................................................................................... 36 6.2
Merger Conditions. 1.1 For purposes of this Appendix only SBC-13STATE is defined as one of the following ILECs as appropriate to the underlying Agreement (without reference to this Appendix) in those geographic areas where the referenced SBC owned Company is the ILEC: Illinois Bell Telephone Company, Xxxxxxx Xxxx Telephone Company Incorporated, Michigan Bell Telephone Company, Nevada Bell Telephone Company, The Ohio Bell Telephone Company, Pacific Bell Telephone Company, The Southern New England Telephone Company, Southwestern Bell Telephone Company, and/or Wisconsin Bell, Inc. d/b/a Ameritech Wisconsin.
1.1.1 As used herein, SBC-AMERITECH means the applicable listed ILEC(s) doing business in Illinois, Indiana, Michigan, Ohio and Wisconsin.
1.1.2 As used herein, SBC-13STATE means an ILEC doing business in Arkansas, California, Connecticut, Illinois, Indiana, Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas and Wisconsin.
1.1.3 As used herein, SBC-8STATE means an ILEC doing business in Arkansas, California, Connecticut, Kansas, Missouri, Nevada, Oklahoma, Texas.
1.2 SBC-13STATE will provide to CLEC certain items as set out in the Conditions for FCC Order Approving SBC/AMERITECH Merger, CC Docket No. 98-141 (FCC Merger Conditions), including certain carrier-to-carrier promotions for use by CLEC to provision local service to residential end user customers on terms and conditions described in the FCC Merger Conditions, an alternative dispute resolution ("ADR") process designed to resolve carrier-to-carrier disputes before such disputes become formal complaints before the Commission and other items as specified herein.
1.3 The Parties agree to abide by and incorporate by reference into this Appendix the FCC Merger Conditions.
1.4 This Appendix terminates the earlier of (1) the date this Agreement itself terminates without reference to this Appendix or (2) the date SBC-13STATE obligations cease under the FCC Merger Conditions.
Merger Conditions. 5.4.1 The Merger Completion shall for each Party be conditional upon the following conditions being fulfilled or waived (the “Merger Conditions”): (a) any settlement under the Tender Offer having occurred, (including Tender Offer Settlement, but also settlement under any reopening of the Tender Offer); (b) the Parties having obtained a Tax Ruling;
5.4.2 The Merger Conditions are included for the benefit of both Frontline and Euronav and may solely be waived (in whole or in part, and only to the extent permitted by Applicable Law) by the written agreement of Frontline and Euronav.
5.4.3 Frontline and Euronav shall be jointly responsible for obtaining the Tax Ruling. The Parties shall: (a) promptly notify each other (and provide copies or, in the case of non written communications, details) of any communications from the Belgian tax ruling commission relating to the Tax Ruling; (b) communicate with the Belgian tax ruling commission only after prior consultation with the other Party or its advisers (taking into account their reasonable comments and requests and after giving the other Party and its advisers reasonable time to provide such comments and requests) and provide the other Party (or its advisers) with copies of all such submissions, notifications, filings and other communications in the form submitted or sent, it being understood that the advisors of Euronav prepare first drafts of all ruling documents and act as first point of contact for any communication to and from the Belgian tax ruling commission in this matter; (c) (without limiting (b) above) provide the other Party (or its advisers) with a final draft of all submissions, notifications, filings and other communications to the Belgian tax ruling commission at such time as will allow such Party (or its advisers) a reasonable opportunity to provide comments and to take account of any reasonable comments of such Party (or its advisers) on such drafts prior to their submission; (d) unless not permitted by the Belgian tax ruling commission, allow persons nominated by both Parties to attend all meetings (and participate in all telephone or other conversations) with the Belgian tax ruling commission; and (e) regularly review with each other the progress of any notifications or filings with a view to obtaining the Tax Ruling at the earliest reasonable opportunity.
5.4.4 Each Party shall keep the other Parties advised of the progress towards the satisfaction of the Merger Conditions and shall promptly ...
Merger Conditions. All conditions precedent to the Closing of the Merger shall have been performed or waived as of the Closing Date in accordance with the terms of the Merger Agreement.
Merger Conditions. All conditions to the Merger set forth in the Merger Agreement shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Administrative Agent and Requisite Lenders;
Merger Conditions. 6.1. Stockholder Approval 28 6.2. No Injunction or Action 28 6.3. Other Approvals 28 6.4. Conditions of Obligations of Parent and Merger Sub 28 6.5. Conditions of Obligations of the Company 29
Merger Conditions. 16 8.2 Conditions Precedent to the Obligations of Microfield and Merger Sub.......................................................... 16 8.3 Conditions Precedent to the Obligations of ECI.................. 17
