Common use of Termination of Financing Statements Clause in Contracts

Termination of Financing Statements. The Company shall take all actions necessary such that (i) UCC-2 or UCC-3 termination statements, as applicable, have been filed with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired and (ii) all Encumbrances (other than Permitted Encumbrances) on assets of the Company shall be released prior to or simultaneously with the Closing.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cray Inc), Agreement and Plan of Reorganization (ShoreTel Inc), Agreement and Plan of Merger (Keynote Systems Inc)

AutoNDA by SimpleDocs

Termination of Financing Statements. The Company shall take all actions necessary such that (i) UCC-2 or UCC-3 termination statements, as applicable, have been filed with respect to each of the UCC-1 financing statements statements, if any, filed in order to perfect security interests in assets of the Company or its Subsidiaries that have not yet expired and (ii) all Encumbrances (other than Permitted Encumbrances) on assets of the Company or its Subsidiaries shall be released prior to or simultaneously with the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (MINDBODY, Inc.)

Termination of Financing Statements. The Parent shall, or cause the Company shall to, take all actions necessary such that (i) UCC-2 or UCC-3 termination statements, as applicable, have been filed with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired and (ii) all Encumbrances (other than Permitted Encumbrances) on assets of the Company shall be released prior to or simultaneously with the Closing.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (ShoreTel Inc), Membership Interest Purchase Agreement (Novation Companies, Inc.)

Termination of Financing Statements. The Company shall take all actions necessary such that (i) UCC-2 or UCC-3 termination statements, as applicable, have been filed with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired and (ii) all Encumbrances (other than Permitted Encumbrances) on assets of the Company shall be released prior to or simultaneously with the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smith Micro Software Inc)

Termination of Financing Statements. The Company Each Seller Entity shall take all actions necessary such that (i) UCC-2 or UCC-3 termination statements, as applicable, have been filed with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company any Seller Entity that have not yet expired and (ii) all Encumbrances (other than Permitted Encumbrances) on the properties or assets of the Company any Seller Entity shall be released prior to or simultaneously with the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Homeaway Inc)

Termination of Financing Statements. The Company shall take all actions necessary such that (ia) UCC-2 or UCC-3 termination statements, as applicable, have been may be filed by Acquirer with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired and (iib) all Encumbrances (other than (i) Permitted Encumbrances, (ii) those Encumbrances listed on Schedule 8.3(k) and (iii) all Encumbrances associated with the Bank Debt) on assets of the Company shall be released prior to or simultaneously with the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Identiv, Inc.)

Termination of Financing Statements. The Parent and Company shall take all actions necessary such that (i) UCC-2 or UCC-3 termination statements, as applicable, have been filed with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired and (ii) all Encumbrances (other than Permitted Encumbrances) on assets of the Company shall be released prior to or simultaneously with the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Glu Mobile Inc)

Termination of Financing Statements. The Company shall take all actions necessary such that (ia) all required documentation has been executed by each Person holding a security interest in any assets of the Company as of the Closing Date to terminate any and all such security interests upon payment of the indebtedness giving rise to such security interest, and (b) UCC-2 or UCC-3 termination statements, as applicable, have been will be filed promptly after payment of the indebtedness giving rise to such security interest with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired and (ii) all Encumbrances (other than Permitted Encumbrances) on assets of the Company shall be released prior to or simultaneously with the Closingexpired.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RTI Biologics, Inc.)

Termination of Financing Statements. The Upon repayment of the Debt at Closing, the Company shall take all actions necessary such that (i) UCC-2 UCC termination statements shall be filed simultaneous with or UCC-3 termination statements, as applicable, have been filed immediately following Closing with respect to each of the UCC-1 UCC financing statements filed in order to perfect security interests in assets of the Company that have not yet expired and (ii) all Encumbrances (other than Permitted Encumbrances) on assets of the Company shall be released prior to or to, simultaneously with or immediately following the Closing.

Appears in 1 contract

Samples: Share Purchase Agreement (Nuvasive Inc)

Termination of Financing Statements. The Company shall take all actions necessary such that (ia) UCC-2 or UCC-3 termination statements, as applicable, have been may be filed by Acquirer with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired and (iib) all Encumbrances (other than Permitted Encumbrances) on assets of the Company shall be released prior to or simultaneously with the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Identiv, Inc.)

AutoNDA by SimpleDocs

Termination of Financing Statements. The Company shall use commercially reasonable efforts to take all the actions necessary such that (i) UCC-2 or UCC-3 termination statements, if any and as applicable, have been filed with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired and (ii) all Encumbrances (other than Permitted Encumbrances) on assets of the Company shall be released prior to or simultaneously with the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Concur Technologies Inc)

Termination of Financing Statements. The Company shall take all actions necessary such that (i) UCC-2 or UCC-3 termination statements, as applicable, have been filed with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired expired, including those filed by Silicon Valley Bank and (ii) all Encumbrances (other than Permitted Encumbrances) on assets of the Company shall be released prior to or simultaneously with the Closing.Norstan Financial Services, Inc.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cisco Systems Inc)

Termination of Financing Statements. The Company shall take all actions necessary such that (i) UCC-2 or UCC-3 termination statements, as applicable, have been may be filed by Acquirer with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired and (ii) all Encumbrances Liens (other than Permitted EncumbrancesLiens) on assets of the Company shall be released prior to or simultaneously with the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sigma Designs Inc)

Termination of Financing Statements. The Company shall take all actions necessary such that cause (ia) UCC-2 or UCC-3 termination statements, as applicable, have been Form UCC3 financing statement amendments to be filed with respect to each of the UCC-1 terminating any related Form UCC1 financing statements statement filed in order to perfect security interests in assets of the Company that have not yet expired and (iib) all Encumbrances (other than Permitted Encumbrances) on assets of the Company shall to be released prior to or simultaneously with the ClosingClosing as evidenced in form(s) reasonably acceptable to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nova Measuring Instruments LTD)

Termination of Financing Statements. The Company shall take all actions necessary such that (ia) UCC-2 or UCC-3 termination statements, as applicable, have been filed with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired and (iib) all Encumbrances (other than Permitted Encumbrances) on assets of the Company shall be released prior to or simultaneously with the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wright Medical Group N.V.)

Termination of Financing Statements. The Company Seller shall take all actions necessary such that (i) UCC-2 or UCC-3 termination statements, as applicable, have been filed with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company Purchased Assets that have not yet expired and (ii) all Encumbrances (other than Permitted Encumbrances) Encumbrances on assets of the Company Purchased Assets shall be released prior to or simultaneously with the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Idx Systems Corp)

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