Examples of ING Companies in a sentence
Each Share issued and outstanding immediately prior to the Effective Time and owned by any of the ING Companies or owned by the Company or any Subsidiary of the Company (in each case other than Shares that are held on behalf of third parties) shall, by virtue of the Merger and without any action on the part of the holder thereof, no longer be outstanding and shall be canceled and retired without payment of any consideration therefor and shall cease to exist.
With respect to the UHRL Transaction Documents, the Buyers, the Sellers and the ING Companies, shall use their commercially reasonable efforts to negotiate, execute and deliver, prior to the Closing Date, agreements, or amendments to agreements, with terms and conditions substantially as set forth in Exhibit R (the “UHRL Novation Documents”) hereto.
There is no Litigation pending or, to the Knowledge of each of the ING Companies, threatened in writing against or affecting any of the ING Companies or any of their Affiliates that (i) seeks to restrain or enjoin the consummation of any of the transactions contemplated by this Agreement or (ii) would have an ING Companies Material Adverse Effect.
Also, each of the ING Companies shall have executed and delivered to the Buyers counterparts of each of the Transaction Documents to which it is a party.
No broker, investment banker, financial advisor or other Person, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement or the other Transaction Documents to which it is a party based upon arrangements made by or on behalf of the ING Companies or their Affiliates.
To the extent requested by the Buyers, the Sellers and the ING Companies will provide the Buyers with reasonable assistance in connection with any such submissions.
Prior to the occurrence of the Ballantyne Q4 Recapture, the Buyers and the ING Companies shall cooperate to prepare a list of the securities to initially be deposited into the Recapture Subaccount, which list shall be designated Exhibit N-2, and such list shall specify the principal amount of each such security and the issuer thereof.
All necessary corporate actions of the Sellers and the ING Companies in connection with the transactions contemplated by the Transaction Documents shall have been taken, and all such corporate actions of the Sellers and all documents and instruments incident thereto, shall be reasonably satisfactory in substance and form to the Buyers, and the Buyers shall have received all such documents and instruments, or copies thereof, certified if requested, as may be reasonably requested.
Also, each Seller shall have executed and delivered to the ING Companies counterparts of each of the Transaction Documents to which it or an Affiliate is a party.
All necessary corporate actions of the Buyers and the ING Companies in connection with the transactions contemplated by the Transaction Documents shall have been taken, and all such corporate actions of the Buyers and all documents and instruments incident thereto, shall be reasonably satisfactory in substance and form to the Sellers, and the Sellers shall have received all such documents and instruments, or copies thereof, certified if requested, as may be reasonably required.