ADDITIONAL CONDITIONS TO THE OBLIGATIONS of Delta, Ultra and the Merger Subs
(i) The Fundamental Representations and Warranties shall be true and correct in all respects, in each case as of the Effective Times as if made as of the Effective Times (except to the extent such representations and warranties address matters as of a particular date, which shall be true and correct as of the specified date);
(ii) The representations and warranties of Vector, Kodiak and the Enumerated Stockholders contained in this Agreement other than the Fundamental Representations and Warranties (disregarding all materiality, Vector Material Adverse Effect or Kodiak Material Adverse Effect qualifications or exceptions) shall be true and correct in all respects, in each case as of the Effective Times as if made as of the Effective Times (except to the extent such representations and warranties address matters as of a particular date, which shall be true and correct as of the specified date), except where the failure to be true and correct has not had or would not, individually or in the aggregate, reasonably be expected to have a Vector/Kodiak Material Adverse Effect; and
(iii) Vector, Kodiak and the Enumerated Stockholders shall have each performed in all material respects their respective covenants and agreements (other than those covenants and agreements in Section 8.2(o), which shall have been performed in all respects, subject only to de minimis exceptions) contained in this Agreement required to be performed at or prior to the Effective Times;
(b) Vector shall have delivered to Delta a certificate, dated as of the Closing Date, of an executive officer of Vector certifying the satisfaction by Vector of the conditions set forth in Section 9.2(a);
(c) Kodiak shall have delivered to Delta a certificate, dated as of the Closing Date, of an executive officer of Vector certifying the satisfaction by Kodiak of the conditions set forth in Section 9.2(a);
(d) Each Enumerated Stockholder shall have delivered to Delta a certificate, dated as of the Closing Date, certifying the satisfaction by such Enumerated Stockholder of the conditions set forth in Section 9.2(a);
(e) Since June 30, 2017, no Vector/Kodiak Material Adverse Effect shall have occurred;
(f) The Vector Advisory Agreement and any other agreements (the “Vector Parent Agreements”) between any of the Vector Entities, on the one hand, and the Vector Stockholder or Affiliate of the Vector Stockholder (each, a “Vector Parent”), on the other hand, shall have been termi...
ADDITIONAL CONDITIONS TO THE OBLIGATIONS. OF THE PARENT AND THE MERGER SUB. The obligations of the Parent and the Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Parent:
ADDITIONAL CONDITIONS TO THE OBLIGATIONS of ------------------------------------------- Medpro. The obligations of Medpro to consummate and effect ------ this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by Medpro:
ADDITIONAL CONDITIONS TO THE OBLIGATIONS. OF WE JAC. In addition to the conditions precedent set forth in Section 4.1 above, the obligations of WE JAC to consummate the transactions contemplated by Article III to be consummated by WE JAC at the Closing and to perform its other obligations under this Agreement which are to be performed at and after the Closing by WE JAC are subject to the satisfaction at or prior to the Closing of each of the conditions precedent set forth in this Section 4.2: 4.
ADDITIONAL CONDITIONS TO THE OBLIGATIONS. OF THE COMPANY AND THE SIGNING STOCKHOLDERS. The obligations of the Company and the Signing Stockholders 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, by the Company and the Securityholder Agent:
ADDITIONAL CONDITIONS TO THE OBLIGATIONS of Target The obligations of Target to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by Target:
ADDITIONAL CONDITIONS TO THE OBLIGATIONS. OF THE ASSUMING BANK. The obligations of the Assuming Bank are also subject to fulfillment (or waiver by the Assuming Bank) at or prior to the Closing Date of each of the following conditions precedent:
ADDITIONAL CONDITIONS TO THE OBLIGATIONS of Primenet and Merger Sub. ------------------------------------------------------------------- The obligations of Primenet and Merger Sub to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Primenet:
ADDITIONAL CONDITIONS TO THE OBLIGATIONS of the Company. The obligation of the Company to effect the -------------- Merger is also subject to each of the following conditions:
(a) Each of Parent and Sub shall have performed in all material respects each obligation and covenant to be performed by it hereunder at or prior to the Effective Time;
(b) The representations and warranties of Parent and Sub set forth in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date;
(c) Parent shall have delivered to the Company certificates issued by appropriate governmental authorities evidencing the good standing of Parent in the Province of Ontario and of Sub in the State of Ohio;
(d) Parent and Sub shall have delivered to the Company copies, certified by the Secretary or an Assistant Secretary, of the resolutions adopted by the Boards of Directors of Parent and Sub, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and by Parent as the sole shareholder of Sub, approving this Agreement and the Merger;
(e) Parent shall have delivered to the Company a certificate of its Chief Executive and Chief Financial Officers, certifying as to the fulfillment of the conditions to the obligations of the Company set forth in this Article VI; and ----------
(f) The Company shall have received the opinion of counsel to Parent and Sub, substantially in the form of Annex A hereto.
ADDITIONAL CONDITIONS TO THE OBLIGATIONS of Each Party. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law:
