Common use of Merger Subsidiaries Clause in Contracts

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating an acquisition or merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any material assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction or liability under any related merger or acquisition, such new Subsidiary shall not be required to take the actions set forth in Section 8.11(a), (b) or (c), as applicable, until after the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.11(a), (b) or (c), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition).

Appears in 3 contracts

Samples: Credit Agreement (Blackbaud Inc), Credit Agreement (Blackbaud Inc), Credit Agreement (Blackbaud Inc)

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Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating an acquisition or a merger transaction pursuant to a Permitted AcquisitionAcquisition (for the avoidance of doubt, including BidCo), and such new Subsidiary at no time holds any material assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction or liability under any related merger or acquisitiontransaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.11(a), (b9.10(a) or (cb), as applicable, until after the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.11(a), (b9.10(a) or (cb), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition).

Appears in 3 contracts

Samples: Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.)

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating an acquisition or a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any material assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction or liability rights and obligations under any related merger or agreements entered into in contemplation of the anticipated acquisition, such new Subsidiary shall not be required to take the actions set forth in Section 8.11(a), (b8.13(a) or (c), as applicable, until after the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.11(a), (b8.13(a) or (c), as applicable, within ten (10) Business Days (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) of the consummation of such Permitted Acquisition).

Appears in 3 contracts

Samples: Credit Agreement (Chuy's Holdings, Inc.), Credit Agreement (Chuy's Holdings, Inc.), Credit Agreement (Chuy's Holdings, Inc.)

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating an acquisition or a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any material assets or liabilities other than any merger consideration contributed to it contemporaneously with (or as may be reasonably required in advance of) the closing of such merger transaction or liability under any related merger or acquisitiontransaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.11(a), (b8.13(a) or (cb), as applicable, until after the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.11(a), (b8.13(a) or (cb), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

Appears in 3 contracts

Samples: Credit Agreement (Kforce Inc), Credit Agreement (Kforce Inc), Credit Agreement (Kforce Inc)

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating an acquisition or merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any material assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction or liability under any related merger or acquisition, such new Subsidiary shall not be required to take the actions set forth in Section 8.11(a), (b8.11(a),(b) or (c), as applicable, until after the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.11(a), (b) or (c), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition).

Appears in 2 contracts

Samples: Credit Agreement (Blackbaud Inc), Credit Agreement (Blackbaud Inc)

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Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating an acquisition or a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any material assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction or liability under any related merger or acquisitiontransaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.11(a), (b6.14(a) or (c), as applicable, until after the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.11(a6.14(a), (b) or (c), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition).

Appears in 2 contracts

Samples: Credit Agreement (Kronos Worldwide Inc), Credit Agreement (Kronos Worldwide Inc)

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating an acquisition or a merger transaction pursuant to a Permitted AcquisitionAcquisition (for the avoidance of doubt, including Caribou Acquisition Company), and such new Subsidiary at no time holds any material assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction or liability under any related merger or acquisitiontransaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.11(a), (b8.11(a),(b) or (c), as applicable, until after the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.11(a), (b) or (c), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition).

Appears in 1 contract

Samples: Credit Agreement (Blackbaud Inc)

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