Additional Conditions to Obligations of Parent and Acquisition Sub Sample Clauses

Additional Conditions to Obligations of Parent and Acquisition Sub. The obligations of Parent and Acquisition Sub to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions:
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Additional Conditions to Obligations of Parent and Acquisition Sub. The obligations of Parent and Acquisition Sub hereunder are subject to the fulfillment or satisfaction as of the Closing of each of the following conditions, which conditions may be waived by Parent: (i) The representations and warranties of the Company and the Company Shareholders contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such Closing Date, except for those representations and warranties which address matters only as of a particular specified date (which shall have been true and correct as of such date). Parent and Acquisition Sub shall have received a certificate to such effect signed by the President of the Company; (ii) The Company and the Company Shareholders shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Company or such Company Shareholder on or prior to the Closing Date, and Parent and Acquisition Sub shall have received a certificate to such effect signed by the President of the Company; (iii) All consents required to be obtained by the Company and the Company Shareholders in connection with the execution, delivery and performance of this Agreement and the agreements and documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby and all consents (including without limitation, all consents required under any material contract) necessary to conduct the Business of the Company following the consummation of the transactions contemplated hereby shall have been obtained, and Parent and Acquisition Sub shall have received a certificate to such effect signed by the President of the Company. Without limiting the foregoing, Parent shall have received copies of all written consents, assignments, waivers, authorizations or other certificates reasonably deemed necessary by Parent's legal counsel to provide for the continuation in full force and effect of any and all material contracts and leases of the Company; and (iv) The Company and each Company Shareholder shall have executed and delivered the Transaction Agreements to which it will be party, and each additional agreement or document required under the provisions of this Agreement to be entered into by it as of the Closing.
Sample 1
Additional Conditions to Obligations of Parent and Acquisition Sub. The obligations of Parent and Acquisition Sub to consummate the Stock Purchase and Sale and the other transactions contemplated in this Agreement are also subject to the following conditions:
Sample 1

Related to Additional Conditions to Obligations of Parent and Acquisition Sub

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

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