Merger Documentation Sample Clauses

Merger Documentation. (a) Without the prior written consent of Microsoft (which consent shall not be unreasonably withheld), Comcast shall not agree or otherwise consent to the inclusion in the Transaction Agreements of any term, or, upon execution and delivery of the Merger Agreement, to any amendment, supplement or other modification of any term of the Transaction Agreements, and shall not grant any waivers, consents or approvals thereunder, if any such amendment, supplement or other modification, or waiver, consent or approval would, or would reasonably be expected to, (i) conflict with, or result in a violation or breach of any provision of, this Agreement, the Set-Top Box Commitment or any definitive agreement entered into pursuant thereto, or any Microsoft Access Agreement or (ii) be materially adverse to Microsoft in the context of Microsoft's rights in or obligations under, or reasonably expected benefits from, the Transactions in a manner or to an extent that is materially different or disproportionate to the effect of such action on all other shareholders of AT&T Broadband or of Parent.
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Merger Documentation. Neither the Merger Documentation nor the Recapitalization Documentation shall have been amended, supplemented or otherwise modified (pursuant to a waiver or otherwise), other than pursuant to an amendment, supplement, modification or waiver which is, in form and substance, reasonably satisfactory to the Administrative Agent, as evidenced by its written approval thereof.
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Merger Documentation a. ☐ Other plan(s) merged into the existing Plan.
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Merger Documentation. 20 Section 6.07. Share Issuances.................................................................20 Section 6.08. AT&T Broadband Business.........................................................20 Section 6.09. Notification of Excluded Shares.................................................20
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Merger Documentation. Merger Sub and the Company will execute or cause to be executed and delivered on or before the Closing Date referred to in paragraph__8 hereof, all necessary documentation, including forms of securities, the Merger Agreement, the Debt Financing Commitments, the other Equity Financing Commitments, and the other agreements, documents, instruments, certificates and assurances from Merger Sub, the Company and such other persons as CCP and its counsel may reasonably request and containing such terms and conditions as CCP shall reasonably approve (collectively, the "Financing Documents"), correct and complete copies of which you have delivered to us. Prior to the Closing Date, the Financing Documents may not be amended, supplemented, restated or terminated and no condition, covenant or other provision contained in the Financing Documents may be waived without CCP's consent which shall not be unreasonably withheld. Copies of all of the Financing Documents and other documents to which Merger Sub is, or the Company will be, a party (or between the Investors or with management) will be delivered to CCP promptly. CCP and its counsel shall be entitled to review and comment on all future Financing Documents and other documents to which Merger Sub is, or the Company will be, a party (or between the Investors or with management).
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Merger Documentation. Merger Sub and the Company will execute or cause to be executed and delivered on or before the Closing Date referred to in paragraph 8 hereof, all necessary documentation, including forms of securities, the Merger Agreement, the Debt Financing Commitments, the other Equity Financing Commitments, and the other agreements, documents, instruments, certificates and assurances from Merger Sub, the Company and such other persons as the Fund and its counsel may reasonably request and containing such terms and conditions as the Fund shall reasonably approve (collectively, the "Financing Documents"). Prior to the Closing Date, the Financing Documents may not be amended, supplemented, restated or terminated and no waiver of any condition contained in the Financing Documents may be waived without the Fund's consent, which shall not be unreasonably withheld. Copies of all of the Financing Documents and other documents to which Merger Sub is, or the Company will be, a party will be delivered to the Fund promptly. The Fund and its counsel shall be entitled to review and comment on all future Financing Documents and other documents to which Merger Sub is, or the Company will be, a party.
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Related to Merger Documentation

  • Merger Documents The Merger Documents contain all the material terms and conditions of the Merger and are in full force and effect and there have been no amendments, variations or waivers to the Merger Documents (in whole or in part) other than amendments thereto or waivers thereunder (excluding any waiver of or as contemplated by Section 9.02(a) of the Merger Agreement) which are not material and adverse to the financing under this Agreement, the Alternative Bridge Facility Agreement or the Bridge Facility Agreement.

  • Closing Documentation The Buyer shall have received the following documents, agreements and instruments from the Seller:

  • Closing Documentation, etc For purposes of determining compliance with the conditions set forth in §12, each Lender that has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or made available, by any Agent or any Co-Lead Arranger to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent active upon the Borrowers’ account shall have received notice from such Lender prior to the Closing Date specifying such Lender’s objection thereto and such objection shall not have been withdrawn by notice to the Administrative Agent to such effect on or prior to the Closing Date.

  • Supporting Documentation Upon request, the HSP will provide the LHIN with proof of the matters referred to in this Article.

  • Other Documentation Administrative Agent shall have received all documents and instruments that Administrative Agent has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Administrative Agent in form, substance and date.

  • Additional Documentation Execute and deliver, or cause to be executed and delivered, any and all other agreements, instruments or documents which Lender may reasonably request in order to give effect to the transactions contemplated under this Loan Agreement and the other Loan Documents.

  • Tax Documentation Xxxxxx agrees to provide a completed IRS 1099 for its payments to, and Xxxxxxx agrees to provide IRS W-9 forms for, each of the following payees under this Settlement Agreement:

  • Required Documentation The AGENCY is responsible for ensuring that all documents required by this Contract are current and available for the COUNTY’S review upon request. These documents may include, but are not limited to, certificate(s) of insurance, job descriptions and background check confirmations of staff.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Loan Documentation The documentation (“Loan Documentation”) governing or relating to the material loan and credit-related assets (“Loan Assets”) included in the loan portfolio of the Seller Subsidiaries is legally sufficient for the purposes intended thereby and creates enforceable rights of the Seller Subsidiaries in accordance in all material respects with the terms of such Loan Documentation, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing, except for such insufficiencies as would not have a material adverse effect on Seller. Except as set forth in Section 3.01(j) of the Seller Disclosure Schedule, no debtor under any of the Loan Documentation has asserted as of the date hereof any claim or defense with respect to the subject matter thereof, which claim or defense, if determined adversely to Seller, would have a material adverse effect on Seller. All loans and extensions of credit that have been made by the Seller Subsidiaries comply in all material respects with applicable regulatory limitations and procedures.

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