Consummation of the Transaction Clause Samples

Consummation of the Transaction. Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the ...

Consummation of the Transaction. (i) The Acquisition Agreement shall be in full force and effect and concurrently with the funding of the Loans hereunder, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lead Arranger or Lenders in any material respect, in any such case without the prior written consent of the Administrative Agent. The Administrative Agent shall have received, or shall receive concurrently, copies of duly completed, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory to the Lead Arranger of the consummation of the Acquisition. (ii) On or prior to the Restatement Effective Date, the Company and certain of its Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentation) in connection with the incurrence of the ABL Loans (including, without limitation, amortization, maturities, interest rate, interest periods, covenants, defaults, remedies and other terms) shall be reasonably satisfactory to the Administrative Agent and all conditions precedent to the incurrence of the ABL Loans as set forth in the ABL Credit Documents shall have been satisfied (and not waived without the consent of the Administrative Agent) to the reasonable satisfaction of the Administrative Agent. (iii) On or prior to the Restatement Effective Date, the Company shall have received gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the issuance of the Senior Notes and such gross proceeds shall have been released from escrow. (iv) All requisite material Governmental Authorities and third parties shall have approved or consented to the Transaction, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governme...

Consummation of the Transaction. In the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in Section 1.1) and the Principal Investors determine to close the Merger, the Principal Investors who are not Failing Investors (as defined below) acting unanimously may terminate the participation in the transaction of any Investor that does not fund its Commitment (as defined below) or that asserts in writing its unwillingness to fund its Commitment (a “Failing Investor”); provided, that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. In the event the Principal Investors who are not Failing Investors, acting unanimously, terminate a Failing Investor’s participation in the transaction, the amount of such Failing Investor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under the Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) shall first be offered to the Investors (other than any Failing Investor) in proportion of their respective Commitments to the aggregate Commitments of the Investors (other than any Failing Investor) at the time of such termination, and if none or not all of a Failing Investor’s Commitment is accepted by the Investors (other than any Failing Investor) in such proportion, then the Principal Investors who are not Failing Investors acting unanimously may offer such Failing Investor’s Commitment, or portion thereof, to the other Investors or to one or more new investors approved by the Principal Investors. Each Investor agrees that in the event the consent or direction of the Principal Investors is required hereunder, if a Principal Investor is also a Failing Investor then such Failing Investor shall be deemed not to be a Principal Investor for the purposes of such consent or direction.

Consummation of the Transaction. (a) (i) ▇▇. ▇▇▇ shall use his reasonable best efforts to take all necessary actions to (A) cause a company owned 95% by ▇▇. ▇▇▇ and the record and beneficial holder of 90% of the equity interest in Lanlin Bio-Technology Co., Ltd. (“Lanlin”), to become the record and beneficial holder of 100% of the equity interest in Lanlin, and (B) cause the Reorganization Condition Actions to be completed, in each case as promptly as possible following the execution of the Merger Agreement and in any event prior to the Termination Date (as may be extended in accordance with the Merger Agreement). (ii) ▇▇. ▇▇▇ hereby undertakes to each Equity Sponsor that he shall (A) procure that, prior to the Closing Date, Lanlin shall discharge all its liabilities and transfer all its assets, in each case other than those relating to its ownership of equity interests in Shanghai Giant Network Technology Co., Ltd. (“Giant Network”) and (B) execute and deliver to each Equity Sponsor on the Closing Date a written certificate attaching the balance sheet of Lanlin as of the Closing Date confirming the foregoing. (iii) Except for actions undertaken to fulfill his and Lanlin’s obligations in Section 1.5(a)(ii), ▇▇. ▇▇▇ hereby undertakes to each Equity Sponsor that, prior to Closing, he shall procure that (A) Lanlin shall not engage in any business other than business incidental to its ownership of equity interests in Giant Network or incur any obligations or liabilities or enter into any agreements other than those incidental to its equity ownership in Giant Network and (B) Lanlin’s articles of association shall be modified, to the extent permitted by applicable law, to define Lanlin’s business purpose as set forth in Exhibit D. (b) In the event that the Closing Conditions are satisfied or waived in accordance with the terms of the Merger Agreement, the Consortium Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all Investors other than any Failing Sponsor (the “Closing Investors”) acting unanimously shall have the right to terminate the participation in the Transactions of any Equity Sponsor (a “Failing Sponsor”) that is a Guarantor or an Affiliate of any Guarantor that (i) breaches such Guarantor’s obligation under the Equity Commitment Letter of such Guarantor to fund the Equity Commitment (as defined therein) or (ii) asserts in writing such Guarantor’s unwillingness to fund such Equity Comm...

Consummation of the Transaction. In the event that the Requisite Investors determine to close the Merger in accordance with the terms of the Merger Agreement, the Requisite Investors may terminate the participation in the Transaction of any Failing Investor (as defined below); provided that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. In the event the Failing Investor’s participation in the Transaction is terminated pursuant to this Section 1.6, the amount of the Failing Investor’s Commitment shall first be offered to the Investors (other than (i) any Failing Investor and (ii) any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) in proportion of their respective Commitments to the aggregate Commitments of the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) at the time of such termination, and if none or not all of the Failing Investor’s Commitment is accepted by the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) in such proportion, then the Requisite Investors may offer the Failing Investor’s Commitment, or the applicable portion thereof, to all the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) and/or one or more new investors approved by the Requisite Investors.

Consummation of the Transaction. The terms of this Amendment shall be subject to consummation of the Transaction on or before December 31, 2001. If the Transaction shall not be consummated by December 31, 2001, the terms of this Amendment shall be null and void and of no further consequence. In such event, all interest that would have accrued under the Amended Original Agreement shall be deemed to have continued to accrue from and after April 30, 2001, and all such interest plus all interest deferred pursuant to this Amendment shall immediately become due and payable in full.

Consummation of the Transaction. Each Party shall, as promptly as is reasonably practicable, diligently and in good faith use all commercially reasonable efforts to (a) cause the closing conditions in this Agreement to be satisfied, (b) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, (c) obtain all necessary consents, approvals or waivers from Third Persons, and (d) coordinate and cooperate with the other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party in connection with the foregoing. Without limiting the generality of the foregoing, each Party shall use commercially reasonable efforts promptly to obtain all authorizations, consents, Orders and approvals of, and to give all notices to and make all filings with, all Governmental Authorities and other Persons that may be or become necessary or advisable for its performance of its obligations under this Agreement and shall cooperate fully with each other Party in promptly seeking to obtain all such authorizations, consents, Orders and approvals, give such notices, and make such filings. Notwithstanding anything to the contrary contained in this Agreement, Contributor shall use its commercially reasonable efforts to (i) cause the closing conditions set forth in Section 6.3(d) and Section 6.3(e) to be satisfied and (ii) provide the Partnership with timely updates (and in any event, no less than weekly) with respect to its progress in satisfying such conditions. Notwithstanding anything to the contrary contained in this Agreement, including this Section 5.1 and Section 5.2, in no event shall either Party be required hereunder to, or to cause or use commercially reasonable or other efforts to cause any other Person to, waive or amend any rights under or provisions of this Agreement or any related Contracts. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion.

Consummation of the Transaction. (a) Each of the Seller and Purchaser shall take all reasonable action necessary to consummate the transactions contemplated by this Agreement and will use all necessary and reasonable means at its disposal to obtain (and cooperate with the other party in obtaining) all necessary approvals of the FCC and Third Party Consents required to enable it to consummate the transactions contemplated by this Agreement. Except as otherwise provided herein, each of the Seller and Purchaser acknowledges and agrees that it shall pay all costs, fees and expenses incurred by it in obtaining such necessary consents and approvals. Each party shall make all filings, applications, statements and reports to all governmental agencies or entities which are required to be made prior to the Closing Date by or on its behalf pursuant to any statute, rule or regulation in connection with the transactions contemplated by this Agreement, and copies of all such filings, applications, statements and reports shall be provided to the other. (b) If the FCC determines that the transactions contemplated hereby or a portion thereof are inconsistent or violative of FCC rules or regulations, the parties agree that they will negotiate in good faith to amend, modify or restructure the transactions contemplated hereby so as to be consistent with FCC rules and regulations. (c) Seller will use its reasonable best efforts to obtain all Third Party Consents as promptly as practicable after the date of this Agreement. All Third Party Consents shall be in form reasonably satisfactory to Purchaser, and none shall provide for any increase in cost or other change in terms and conditions after the Closing which would be adverse to Purchaser. With respect to the assignment to Purchaser of Seller's roof top rights for the auxiliary antenna located at Valley Commerce Center, the Third Party Consent shall be in writing, shall expire no later than the stated expiration date in 2004 of Seller's studio lease at Valley Commerce Center (it being acknowledged by Purchaser that Seller shall not be required to assign any roof top rights for subsequent periods) and shall not impose any costs for such rights on Purchaser. (d) If any Third Party Consent has not been obtained prior to Closing and prior to Closing an Alternative Arrangement (as defined below) has been obtained with respect to the Assumed Contract to which such Third Party Consent pertains (in each case, a "Deferred Contract"), then the Seller shall retain, unt...

Consummation of the Transaction. (a) On or prior to the Initial Borrowing Date, (i) there shall have been delivered to the Administrative Agent true and correct copies of the Plan of Reorganization and the Disclosure Statement, which Plan of Reorganization and Disclosure Statement shall be in form and substance reasonably satisfactory to the Agents and the Required Lenders, (ii) a Notice of Confirmation, in form and substance satisfactory to the Agents and the Required Lenders, shall have been entered into and same shall not have been stayed and shall have become final and non-appealable and (iii) all conditions precedent to the effective date of the Plan of Reorganization shall have been satisfied (and not waived without the consent of the Agents and the Required Lenders) to the reasonable satisfaction of the Agents and the Required Lenders. (b) On the Initial Borrowing Date and prior to or concurrently with the incurrence of the Loans hereunder, each element of the Transaction shall have been consummated in accordance with the Plan of Reorganization and the applicable Documents therefor. Pursuant to the Reorganization and the Refinancing: (i) the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, all letters of credit issued thereunder shall have been terminated (or, in the case of Existing Letters of Credit, incorporated hereunder as Letters of Credit pursuant to Section 2.01(d)) and all loans, interest and other amounts owing pursuant to the Indebtedness to be Refinanced shall have been repaid or otherwise satisfied in full, in each case in accordance with the requirements of the Plan of Reorganization, and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions, which may survive) and be of no further force and effect; (ii) the Administrative Agent shall have received (x) releases of security interests in and Liens on the assets owned by Holdings and its Subsidiaries from the creditors in respect of the Indebtedness to be Refinanced (including, without limitation, (I) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to Holdings or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the document...