Merger Sub Documents definition

Merger Sub Documents is defined in Section 6.01.
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Examples of Merger Sub Documents in a sentence

  • The execution, delivery and performance of this Agreement and each of the Purchaser Documents or the Merger Sub Documents (as applicable) by the Purchaser and the Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action, and no other corporate proceedings on their part are necessary to authorize the execution, delivery or performance of this Agreement.

  • No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any Person, including without limitation any Governmental Authority, is required on the part of the Purchaser and/or the Merger Sub in connection with the execution, delivery and performance of this Agreement or the other Purchaser and the Merger Sub Documents, or the compliance by the Purchaser and the Merger Sub with any of the provisions hereof or thereof.

  • The execution, delivery and performance of this Agreement and each of the Purchaser Documents or the Merger Sub Documents (as applicable) by the Purchaser and the Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite action, and no other proceedings on their part are necessary to authorize the execution, delivery or performance of this Agreement.

  • Consummation of the transactions contemplated hereby and compliance with the terms and provisions of this Merger Agreement will not conflict with, result in a breach of, require notice under or constitute a default under (i) the Merger Sub Documents, (ii) any material judgment, order, injunction, decree or ruling of any court or governmental authority or (iii) any material agreement, indenture or instrument to which Merger Sub is a party.

  • The certificate of limited partnership of Merger Sub and the partnership agreement of Merger Sub (the "Merger Sub Documents") as in effect immediately prior to the Merger shall be and remain the Merger Sub Documents after the Effective Time, until the same shall thereafter be altered, amended, or repealed in accordance with the law and the Merger Sub Documents.

  • Such remedies shall, however, be cumulative and not be exclusive and shall be in addition to any other remedies which any party may have under this Agreement, the Company Documents, the Purchaser Documents, the Merger Sub Documents or otherwise.

  • The execution, delivery and performance by Parent and Merger Sub of this Agreement and the applicable Parent and Merger Sub Documents and the consummation by Parent and Merger Sub of the Merger have been duly authorized by all necessary corporate and stockholder action of Parent and Merger Sub.

  • Notwithstanding the foregoing, each of Company, on the one hand, and Parent, on the other hand, shall each be responsible for half of all filing fees lawfully payable to or at the request of any Governmental Entity in connection with this Agreement, the Major Shareholder Documents, the Merger Sub Documents and the consummation of the transactions contemplated hereby and thereby, including any filing under the HSR Act.

  • Parent has, and will have on the Closing Date, sufficient immediately available cash funds to consummate the transactions contemplated hereby, including to pay the Merger Consideration and all fees and expenses of Parent and Merger Sub related to the transactions contemplated by this Agreement, the Parent Documents and the Merger Sub Documents, and to satisfy all other payment obligations of Parent and Merger Sub contemplated herein and therein.

  • This Agreement (including the schedules and exhibits hereto), the Major Shareholder Documents and the Merger Sub Documents represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought.

Related to Merger Sub Documents

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Merger Documents shall have the meaning assigned to it in Section 2.6 hereof.

  • MergerSub has the meaning set forth in the preamble hereto.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Merger Subs has the meaning set forth in the Preamble.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Merger Sub Board means the board of directors of Merger Sub.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

  • Parent Bylaws means the Bylaws of Parent.

  • Company Bylaws means the bylaws of the Company, as amended.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • L/C Documents means the Letters of Credit, any draft or other document presented in connection with a drawing thereunder, the Applications and this Agreement.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Seller Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller or any Affiliate of the Seller in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.

  • Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Seller Documents has the meaning set forth in Section 3.2.