Public Company Merger Sample Clauses

Public Company Merger. Each of the following shall have occurred:
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Public Company Merger. Notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Continuing Lenders hereby agree that the Public Company Merger and the payments made in connection with the repurchase (the "Repurchase") of any outstanding Common Stock of the Parent shall be permitted in accordance with the terms and conditions contained in the Transaction Agreement; provided that (i) the Parent shall survive the Public Company Merger (and there shall be no other surviving entity of such merger), (ii) at no time shall the obligations of the Parent under the Guaranty cease to be in full force and effect, (iii) the Guaranty and each other Credit Document shall remain in full force and effect as to the Parent (after giving effect to such merger), (iv) the Overnight Bridge Loans constitute the unsecured Indebtedness of the Parent guaranteed by the Parent's Domestic Subsidiaries (which guaranty shall not be secured), (v) all payments in respect of the Repurchase shall be made solely from the proceeds of the Overnight Bridge Loan, the proceeds of the Non-STP Acquisition and/or the cash on hand of the Parent and its Subsidiaries and (vi) the Overnight Bridge Loans shall only be repaid with a portion of the proceeds of the Non-STP Acquisition in accordance with Section 2.3(c) of the Transaction Agreement.
Sample 1Sample 2
Public Company Merger. Following completion of the share exchange transaction contemplated in Article 1.1 above, iWorld intends to merge with or acquire a controlling interest in a publicly traded US company as a result of which the shares in iWorld acquired by Young, as provided in Article 1.1 above, shall be converted into shares of the public company on the same per share exchange basis as the shares of all other shareholders of iWorld are converted. The minimum value of the shares held by Young and his assigns derived from the original 1 million shares of iWorld issued to Young will be one million dollars during 2005, based on the average asked price for the shares as reported on such exchange where the shares are traded, for at least one day during the calendar year. If at the end of 2005, the required minimum value has not been met, then additional shares of iWorld, or such public company as iWorld shall have merged with, shall be issued to Young so that the total value of all of the shares then held by Young shall equal $1 million, at the reported asking price for the shares on such market as the shares are then trading on. It is recognized and agreed, however, that executives at both PI and iWorld, including Young, must work together to be successful, and that Young will not knowingly do anything to adversely affect the public stock price and will continue to be employed by PI through at least the end of 2005. 1.3
Sample 1
Public Company Merger. The merger of KAE into a publicly held company or the wholly-owned subsidiary of a publicly held company (the “Merger Party”), with the Merger Party being the surviving entity, if (a) no Default or Event of Default has occurred and is continuing at the time of such merger, (b) Original Holders collectively own more than fifty percent (50%) of each class of the issued and outstanding Capital Stock of the Merger Party (or if the Merger Party is a wholly-owned subsidiary of a publicly held company, such publicly held company) entitled to vote, (c) such Merger Party agrees in writing, in form and substance reasonably acceptable to Lender, that it is deemed to be a “Borrower” hereunder and that it is liable for all of the obligations of KAE under this Agreement and the other Loan Documents, and (d) each representation and warranty set forth in Section 5 and any other Loan Document in effect at the time of such merger is then true and correct in all material respects as if made on and as of such date as if the Merger Party was a Borrower (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) except to the extent such representations and warranties are made only as of a specific earlier date. ​ Regulation D - Regulation D of the Board of Governors of the Federal Reserve System comprising Part 204 of Title 12, Code of Federal Regulations, as amended, and any successor thereto. ​ Reimbursement Obligations - Section 2.2(c). Related Borrower - Section 2.13. ​ Restatement Date – April 18, 2019. ​ Revolving Credit – Section 2.1(a). ​ Revolving Credit Fee - Section 2.7(a). ​ Revolving Credit Fee Amount – Ten Thousand Dollars ($10,000). ​ Revolving Credit Maturity Date – March 31, 2020, or such later date as Lender may, in its sole and absolute discretion, designate in writing to Borrower. ​ Revolving Credit Note - Section 2.1(b). ​ Subordinated Debt - Indebtedness of Borrower subject to payment terms and subordination provisions set forth in a written subordination agreement or intercreditor agreement acceptable to Lender in its sole discretion. ​
Sample 1
Public Company Merger. Section 1.1 The Public Company Merger Section 1.2 Time and Place of Public Company Merger Closing
Sample 1
Public Company Merger 
Sample 1

Related to Public Company Merger

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Share Exchange Each of the Shareholders desires to transfer to, and the Acquiror desires to acquire from each Shareholder, that number of Shares set out beside the respective names of the Shareholders in Exhibit B for the consideration and on the terms set forth in this Agreement. The aggregate consideration for the Shares acquired by the Acquiror pursuant to this Agreement will be 20,000,000 shares of the Acquiror's Common Stock to be issued on a pro rata basis among the Shareholders based on the percentage of the Shares owned by such Shareholder as set forth in Exhibit B.

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

Time is Money Join Law Insider Premium to draft better contracts faster.