RIGHTS UNDER MERGER DOCUMENTS Sample Clauses

RIGHTS UNDER MERGER DOCUMENTS. The Borrower shall ----------------------------- obtain all consents and approvals of, make all filings and registrations with, and take any other action in respect of, all governmental agencies, authorities or instrumentalities required in order to consummate the transactions contemplated by the Merger Documents at or prior to the time when required, to maintain the same in full force and effect as required, except those, if any, the failure of which to obtain, give, file or take would not materially adversely affect the ability of the Borrower to perform its obligations under this Agreement, the Note or any of the other Loan Documents, or to consummate the transactions contemplated by the Merger Documents. All actions pursuant to or in furtherance of the transactions contemplated by the Merger Documents will be taken in compliance in all material respects with all applicable laws.
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Related to RIGHTS UNDER MERGER DOCUMENTS

  • 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.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

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