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 a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any 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, such new Subsidiary shall not be required to take the actions set forth in Section 8.13(a) or (b), as applicable, until 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 8.13(a) or (b), as applicable, within thirty (30) days after the end of the calendar quarter in which the consummation of such Permitted Acquisition occurs, as such time period may be extended by the Administrative Agent in its sole discretion).

Appears in 2 contracts

Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)

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Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any 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, such new Subsidiary shall 59442126_10 not be required to take the actions set forth in Section 8.13(a) or (b), as applicable, until 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 8.13(a) or (b), as applicable, within thirty the time period specified in Section 8.13(a) or (30) days after the end of the calendar quarter in which b), as applicable, following the consummation of such Permitted Acquisition occursAcquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

Appears in 2 contracts

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

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 99 Permitted Acquisition, and such new Subsidiary at no time holds any 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, such new Subsidiary shall not be required to take the actions set forth in Section 8.13(a6.13(a) or (b), as applicable, until 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 8.13(a6.13(a) or (b), as applicable, within thirty forty-five (3045) days after the end of the calendar quarter in which the consummation of such Permitted Acquisition occursAcquisition, as such time period may be extended by the Administrative Collateral Agent in its sole discretion).

Appears in 1 contract

Samples: Credit Agreement (Copart Inc)

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Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction, equity purchase transaction or asset purchase transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any 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, equity purchase transaction or asset purchase transaction such new Subsidiary shall not be required to take the actions set forth in Section 8.13(a8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction, equity purchase transaction or asset purchase transaction shall be required to so comply with Section 8.13(a8.14(a) or (b), as applicable, within thirty ten (3010) days after the end Business Days of the calendar quarter in which the consummation of such Permitted Acquisition occursAcquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

Appears in 1 contract

Samples: Credit Agreement (STAMPS.COM Inc)

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