Post-Merger Obligations. Prior to or concurrently with the consummation of the Merger (and without limiting Sections 6.18 and 7.4 of this Agreement) Borrower shall, at Borrower’s expense:
(a) Deliver a copy of the time-stamped merger certificate filed with the Secretary of State of the State of Delaware evidencing consummation of the Merger.
(b) Cause any entity that becomes a Subsidiary of Borrower following the consummation of the Merger other than any entity listed on Schedule “6.22(b)” attached hereto (a “Post-Merger Subsidiary”) to duly execute and deliver to Agent a joinder to the Surety and Guaranty Agreement whereby such Subsidiary shall become a Subsidiary Guarantor under the Loan Documents, together with a certified copy of such subsidiary’s organizational documents and resolutions authorizing the above actions, each, in form and substance satisfactory to Agent.
(c) Cause each Post-Merger Subsidiary to duly execute and deliver to Agent joinders to such Existing Security Documents or such other documents as Agent may require in form and substance satisfactory to Agent (including delivery of all Capital Stock in and of such Subsidiary) in order to secure payment of all the Obligations and grant Liens on all of such Subsidiary’s Property (other than Excluded Collateral). For purposes of this Section 6.22(c), any Non-Consolidation Entity shall be deemed not to be a Post-Merger Subsidiary.
(d) Cause each Post-Merger Subsidiary to take whatever reasonable action (including the filing of Uniform Commercial Code financing statements and the obtaining of Notice Letters) as may be necessary or advisable in the sole discretion of Agent to vest in Agent valid and subsisting perfected Liens on the Property purported to be subject to the applicable Existing Security Documents or other documents, enforceable in accordance with their terms.
(e) Deliver to Agent, upon the request of Agent in its sole discretion, signed copies of favorable opinions, addressed to Agent and Lenders, of counsel(s) for Subsidiary Guarantors reasonably acceptable to Agent as to the matters contained in clauses (a) through (d) above, and as to such other matters as Agent may reasonably request.
Post-Merger Obligations. After the Closing Date the post-merger Newmarket Chamber of Commerce (operating as the Central York Chamber of Commerce) shall:
5.1 be headquartered in the Town of Newmarket, using the existing office of the Newmarket Chamber of Commerce, with part-time office space in East Gwillimbury, currently housing the East Gwillimbury Chamber of Commerce offices;
5.2 establish a nominating committee that will be directed to ensure the future board of the Central York Chamber of Commerce is demographically diverse and inclusive, based on good governance policies and best practices.
5.3 ensure ongoing execution of events in the Town of Newmarket with the intent that all members of the business community can attend networking, education and special events with the same or greater convenience than existed prior to the Closing Date;
5.4 assume responsibility for all known material contracts and liabilities of East Gwillimbury Chamber of Commerce, particulars of which have been provided to the NCOC, provided that the NCOC (operating as Central York Chamber of Commerce) shall have the right to adopt or to negotiate an amendment or termination of these contracts as NCOC may determine is appropriate, as contemplated by the Consolidation Agreement;
5.5 execute an operations plan that ensures special attention to service all geographic areas of the Towns of Newmarket and East Gwillimbury, including events, communications and volunteer committees;
5.6 The Newmarket Chamber of Commerce take all actions necessary to amend its registered name to “Central York Chamber of Commerce” as per Section 2 and 4 above and execute, file and/or register any additional documents that may be necessary to carry on business as Central York Chamber of Commerce. Furthermore, NCOC shall, as soon as reasonably possible, change to all publicly available documents, signage, websites and/or social media platforms to reflect the name change and shall take any additional steps that a prudent organization amending its operating name would undertake.
Post-Merger Obligations. 7.1 Appointment of nominees by Target At the Closing Date, and provided that Bidder has received acceptances for more than 50% of Target Shares, Bidder shall take all action necessary to have up to two (2) persons (up to three (3) persons if Bidder has received acceptances for more than 75% of Target Shares), to be named by Target at least 10 Business Days prior to the Closing Date, appointed as members of the Bidder Board; provided that such appointees (i) are qualified under applicable law to serve as members of the Bidder Board and (ii) supply information reasonably requested by Bidder.
Post-Merger Obligations
