Closing Payments; Filing of Certificate of Merger and Effectiveness Clause Samples

Closing Payments; Filing of Certificate of Merger and Effectiveness. Subject to the fulfillment or waiver of the conditions to the respective obligations of each of the parties set forth in Article X or Article XI, as the case may be, at the Closing: (a) Parent shall: (i) deposit with U.S. Bank National Association, or such other escrow agent as Parent may designate (the “Escrow Agent”) and named in the Escrow Agreement in substantially the form attached hereto as Exhibit B, with such changes as the Escrow Agent shall reasonably request prior to the Closing (the “Escrow Agreement”), the Indemnity Escrow Amount to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement as security for the indemnification obligations contained in Section 12.1 (including earnings thereon, as set forth in the Escrow Agreement, the “Indemnity Escrow Fund”); and (ii) deposit with U.S. Bank National Association, or such other exchange agent as shall be mutually agreed to by the parties prior to the Closing (the “Exchange Agent”), pursuant to an Exchange and Paying Agent Agreement entered into among Parent, the Exchange Agent and the Representative (the “Exchange Agent Agreement”), for the benefit of the Stockholders, for exchange in accordance with Article III, through the Exchange Agent, by wire transfer of immediately available funds to the account specified by the Exchange Agent, cash equal to the aggregate amount of cash payable to Stockholders pursuant to Sections 2.1(c) and 2.1(d) (cash deposited with the Exchange Agent by Parent or any Affiliate thereof being referred to as the “Exchange Fund”). (b) The parties shall cause the Merger to be consummated by filing a certificate of merger (which shall be in form and substance satisfactory to Parent), executed and acknowledged in accordance with the Laws of the State of Delaware, in the office of the Secretary of State of the State of Delaware. The Merger shall become effective upon such filing as provided by the DGCL. The time of the effectiveness of the Merger is herein called the “Effective Time.”
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Closing Payments; Filing of Certificate of Merger and Effectiveness. Subject to the fulfillment or waiver of the conditions to the respective obligations of each of the parties set forth in Article X or Article XI, as the case may be, at the Closing (or, with respect to Sections 4.2(a)(iii) and (iv), in connection with the Company’s next regular payroll that is practicable): (a) Parent shall: (i) pay, or cause to be paid, the applicable Warrant Closing Amount by wire transfer of immediately available funds to the appropriate Series C Warrant Holder to the bank account or accounts identified by such Series C Warrant Holder in writing at least three Business Days prior to the Closing; (ii) pay, or cause to be paid, the Transaction Cost Amount to the appropriate third parties set forth in the Closing Calculation Certificate by wire transfer of immediately available funds to the appropriate bank account or accounts identified by the Company in writing at least three Business Days prior to the Closing; (iii) [intentionally omitted]; (iv) subject to the deduction of all applicable withholding taxes pursuant to Section 3.7, pay, or cause to be paid, the Management Incentive Payment Amount payable in respect of the Closing by wire transfer of immediately available funds to the members of Company Management (through the Company’s next regular payroll that is practicable), and in such amounts set forth by the Company in a notice received by Parent at least three Business Days prior to the Closing; provided, however, that for such tax withholding purposes, [*] shall each, by reason of his status as an officer of the Company, be treated as an employee (in addition to [*]) subject to federal and state income, FICA and other employee tax withholding on his share of the Management Incentive Payment Amount payable in respect of the Closing and provided, further, that payment to each member of Company Management of his share of the Management Incentive Payment Amount payable in respect of the Closing shall in each instance be subject to the additional terms and conditions of the 2007 Management Incentive Plan (or, with respect to [*], the Continuing Chairman Agreement) and the Section 409A Letters (including the releases attached thereto) governing his right and entitlement to share in such Management Incentive Payment Amount payable in respect of the Closing; (v) deposit with U.S. Bank National Association, or such other escrow agent as shall be mutually agreed to by the parties (the “Escrow Agent”) and named in the Escrow Agreement in sub...
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Related to Closing Payments; Filing of Certificate of Merger and Effectiveness

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Termination of Merger Agreement This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.

  • 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.

  • Approval by Limited Partners of Merger or Consolidation (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement, shall direct that the Merger Agreement be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of a special meeting or the written consent. (b) Except as provided in Section 14.3(d), the Merger Agreement shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Delaware Act would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement. (c) Except as provided in Section 14.3(d), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger pursuant to Section 14.4, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement. (d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, in its discretion, without Limited Partner approval, to merge the Partnership or any Group Member into, or convey all of the Partnership’s assets to, another limited liability entity which shall be newly formed and shall have no assets, liabilities or operations at the time of such Merger other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the merger or conveyance, as the case may be, would not result in the loss of the limited liability of any Limited Partner or any Group Member or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (ii) the sole purpose of such merger or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity and (iii) the governing instruments of the new entity provide the Limited Partners and the General Partner with the same rights and obligations as are herein contained.