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.
Merger Documents. The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or supplement any of the Merger Documents if the effect thereof could reasonably be expected to have a Material Adverse Effect (and provided that the Borrower promptly furnishes to the Administrative Agent a copy of such amendment, modification or supplement).
Merger Documents. Merger Sub shall have executed and delivered the Certificate of Merger and Articles of Merger referred to in Section 1.2.
Merger Documents. This Agreement and all other Xten Merger Documents necessary or reasonably required to consummate the Merger, all in form and substance reasonably satisfactory to Broad Scope, will have been executed and delivered to Broad Scope.
Merger Documents. Acquisition Sub shall have executed and delivered the Certificate of Merger referred to in Section 1.2.
Merger Documents. Agent has received or will receive on the Closing Date, complete copies of all Merger Documents (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof. Since November 1, 2006 none of such documents and agreements shall have been amended or supplemented, nor shall have any of the provisions thereof have been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to, and approved in writing by, Agent, which approval shall not be unreasonably withheld, conditioned or delayed. Each of the conditions precedent to the consummation of the Merger as set forth in the Merger Documents shall have been satisfied in all material respects to the reasonable satisfaction of the Agent, and not waived, except with the consent of the Agent, which consent shall not be unreasonably withheld, conditioned or delayed and the Certificate of Merger shall have been filed with, and pre-cleared by, the Secretary of State of Delaware.
Merger Documents. (a) The Borrower shall promptly pay all amounts payable by it under the Merger Documents as and when they become due (except to the extent that any such amounts are being contested in good faith by the Borrower and where adequate reserves are set aside for any such payment).
(b) Without prejudice to paragraph (a) above, each Obligor shall, and shall procure that any Group Member or the Holdco that is party to any Merger Document shall:
(i) take (or procure to be taken) all reasonable and practical steps to preserve and enforce its rights and remedies under or in connection with, and pursue any claims under, (A) any of the Merger Documents where the board of directors (or equivalent governing body) of the Borrower (acting reasonably) determines that the pursuit of such claims is commercially advantageous and appropriate;
(ii) not, without the prior written consent of the Lender:
(A) make or agree to any amendment or variation of or supplement to any provision of any Merger Document where such amendment, variation or supplement (as the case may be) would reasonably be expected to be materially adverse to the interests of the Lender;
(B) terminate, rescind, supersede, cancel or agree to terminate, rescind, supersede or cancel any Merger Document where such termination would reasonably be expected to be materially adverse to the interests of the Lender;
(C) grant or agree to any waiver of any of its rights or remedies under or in connection with any Merger Document where such waiver is or would reasonably be expected to be materially adverse to the interests of the Lender; or
(D) give any consent under any Merger Document that is discretionary where such consent is or would reasonably be expected to be materially adverse to the interests of the Lender;
(iii) notify the Lender in writing as soon as reasonably practicable of any amendment or variation of or supplement to any provision of any Merger Document and any waiver by any Group Member of any of its rights or remedies under or in connection with any Merger Document or any consent by any Group Member under any Merger Document where such amendment, variation, supplement, waiver or consent (as the case may be) is or would reasonably be expected to be materially adverse to the interests of the Lender;
(c) For purposes of this Clause 22.22, it is agreed and understood that any waiver of Section 7.15(d) of the Merger Agreement shall be materially adverse to the interests of the Lender.
Merger Documents. (a) Within twenty (20) days following the delivery of a Merger Notice, Positive shall prepare and deliver to Diversus such documentation as shall be reasonably required to accomplish the Merger, including without limitation: (i) the documents necessary to merge Diversus with Positive ________________________ 1 Add any other shareholder of Positive that would need to be party to this agreement - including any Management, Directors, or Diversus Shareholders who participated in the Offering. 2 The date that is two years after the date of this agreement, which will be the closing date of the Conversions. 3 The date that is two years after the date of this agreement. Merger Sub, including an agreement and plan of merger that provides that in such merger each Diversus Shareholder will receive either cash or the number of shares of Positive common stock as determined in accordance with Section 1.5, (ii) any filings or requests for consent or approval required by the Pennsylvania Insurance Department or any other federal or state court, administrative agency or commission or other governmental authority or instrumentality (collectively “Governmental Agencies”) in order to effect the Merger, (iii) a shareholder agreement of Positive to be entered into by ICG; Diversus management, directors and shareholders who participated in the Offering; and the owners of Diversus common stock or preferred stock who have voted to approve the Merger and receive stock of Positive, and (iv) any board or shareholder resolutions required to approve the Merger, in each case, on terms and conditions consistent with the terms of this Agreement (such documentation, the “Merger Documents”). The parties hereto shall negotiate in good faith to agree upon the Merger Documents, which shall contain customary and reasonable terms and conditions, within sixty (60) days following the delivery of a Merger Notice; provided that if the parties cannot agree the form of the Merger Document by such date, then the Merger Notice shall be deemed withdrawn and cancelled.
(b) The Merger Documents shall provide that:
(i) (A) it shall be a condition to the closing of the Merger that provision shall be made for the existing debt of Positive and Diversus and each subsidiary thereof in existence prior to the Merger to remain in place following the Merger without triggering a default or other adverse consequence under the terms of such debt (including, without limitation, the obtaining of consents or waivers from ...
Merger Documents. Alterra Capital fails to provide Administrative Agent with the following on or before the date which is five (5) Business Days (or such longer period as may be acceptable to the Administrative Agent) following the date on which the Merger becomes effective, each in form and substance reasonably satisfactory to the Administrative Agent: (i) an opinion of Bermuda counsel to the Borrowers and (ii) a certificate of the secretary or an assistant secretary of Alterra Capital certifying (A) that attached thereto is a true and complete copy of the memorandum of association of Alterra Capital filed with the Registrar of Companies for the Bermuda Ministry of Finance after giving effect to the Merger, (B) that attached thereto is a true and complete copy of the Bye-laws or similar governing document of Alterra Capital after giving effect to the Merger, and (C) as to the incumbency and genuineness of the signature of each officer of Alterra Capital entitled to execute Loan Documents and request Credit Extensions under the Credit Agreement, and attaching all such copies of the documents described above.
(e) Amendment to Schedule 2.01. Schedule 2.01 (Commitments and Applicable Percentages) is amended by substituting Schedule 2.01 attached hereto therefor.
Merger Documents. Borrower shall not amend, modify, supplement or cancel, or waive any other party's compliance with, any material provision of the Merger Documents.
