Merger Consummation. Subject to the terms and conditions of this Agreement, each party shall use its best efforts in good faith to take, or cause to be taken, all actions, and to do or cause to be done all things necessary, proper or desirable, or advisable under applicable laws, as promptly as practicable so as to permit consummation of the Merger at the earliest possible date, consistent with Section 1.5 herein, and to otherwise enable consummation of the transactions contemplated hereby and shall cooperate fully with the other parties hereto to that end, and each of FNB and BBI shall use, and shall cause each of their respective subsidiaries to use, its best efforts to obtain all consents (governmental or other) necessary or desirable for the consummation of the transactions contemplated by this Agreement.
Merger Consummation. The Merger shall have been consummated, or substantially simultaneously with the initial Borrowings hereunder, shall be consummated, in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any modifications, amendments, consents or waivers thereto or thereunder, in each case that are materially adverse to the Lenders or the Lead Arrangers as reasonably determined by the Lead Arrangers (it being understood that any modification, amendment, consent or waiver (i) to the definition of “Company Material Adverse Effect”, (ii) to the condition that the representations regarding the accuracy of Section 3.10 of the Merger Agreement be true and correct in all respects when made and as of the date of the consummation of the Merger as of the time when made, and (iii) to Section 3.10 of the Merger Agreement or Section 3.10 of the Company Disclosure Letter shall be deemed to be material and adverse to the interests of the Lenders and the Lead Arrangers), without the prior consent of the Lead Arrangers.
Merger Consummation. 31 5.12 FNB Acquisition Transaction..................................... 31 5.13 Affiliate Agreements............................................ 31 5.14
Merger Consummation. The Merger shall have been consummated before the Bank Merger may be consummated.
Merger Consummation. The obligations of each of the Buyer and the Seller under this Agreement to consummate the sale and purchase of the Shares are subject to the contemporaneous consummation of the Merger. This Agreement shall terminate automatically and concurrently upon the termination of the Merger Agreement.
Merger Consummation. The Mergers shall have been consummated; provided, that it is understood and agreed that the Buyer shall fund the Purchase Price in connection with and immediately prior to the Closing (as defined in the Merger Agreement) upon satisfaction of the conditions to Closing (as defined in the Merger Agreement); provided further, that in the event that both the Closing and the Purchase Closing are not completed within two business days following the funding of the Purchase Price by the Buyer, the Seller shall return the Purchase Price, plus any interest earned thereon, to the Buyer by wire transfer of immediately available funds to an account designated by the Buyer.
Merger Consummation. The Co-Issuers shall have provided evidence satisfactory to the Purchasers of the consummation and effectiveness of the Merger on the terms and conditions set forth in the Merger Agreement, including the filing of appropriate corresponding documents with the Secretaries of State of other states in which the Operating Company is qualified as a foreign corporation to transact business.
Merger Consummation. Subject to the terms and conditions of this Agreement, each party shall use its best efforts in good faith to take, or cause to be taken, all actions, and to do or cause to be done all things necessary, proper, desirable, or advisable under applicable laws, as promptly as practicable so as to permit consummation of the Merger at the earliest possible date, consistent with Section 1.5 herein, and to otherwise permit consummation of the transactions contemplated hereby and shall cooperate fully with the other parties hereto to that end. Each of FNB and SCB shall use, and shall cause each of their respective subsidiaries to use, its best efforts to obtain all consents (governmental or other) necessary or desirable for the consummation of the transactions contemplated by this Agreement.
Merger Consummation. All references herein to the Borrower and the Subsidiaries shall be deemed to be references to such Persons, and all the representations and warranties of the Borrower and the other Loan Parties contained in this Agreement and the other Loan Documents shall be deemed made, in each case, after giving effect to the Merger to occur on the Effective Date, unless the context otherwise requires.
Merger Consummation. On or prior to the Restatement Date, the Merger was consummated in accordance with Applicable Law and the terms and conditions of the Merger Agreement, a copy of which has been previously provided to the Administrative Agent and the Required Lenders, without any amendment, supplement, modification or waiver thereof.
