Common use of Additional Conditions to the Obligations of Parent and Merger Sub Clause in Contracts

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:

Appears in 59 contracts

Samples: Agreement and Plan of Reorganization (Bowen Acquisition Corp), Merger Agreement (Allegro Microsystems, Inc.), Merger Agreement (Ligand Pharmaceuticals Inc)

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Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the transactions contemplated by this Agreement 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:

Appears in 27 contracts

Samples: Merger Agreement (American Well Corp), Merger Agreement (Genstar Therapeutics Corp), Merger Agreement (Secure Computing Corp)

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 ParentParent and Merger Sub:

Appears in 19 contracts

Samples: Merger Agreement (Volcano Corp), Merger Agreement (Volcano Corp), Agreement and Plan of Merger (EnerSys)

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

Appears in 12 contracts

Samples: Agreement and Plan of Reorganization (Zygo Corp), Merger Agreement (Getthere Com), Merger Agreement (SP Holding CORP)

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:

Appears in 8 contracts

Samples: Merger Agreement (Trenton Acquisition Corp.), Merger Agreement (Smi Products Inc), Merger Agreement (NovaRay Medical, Inc.)

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

Appears in 7 contracts

Samples: Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Asensus Surgical, Inc.), Agreement and Plan of Merger (Inhibrx, Inc.)

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

Appears in 6 contracts

Samples: Merger Agreement (Us Dry Cleaning Corp), Merger Agreement (Eaco Corp), Merger Agreement (Flir Systems Inc)

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 are subject to the satisfaction at or waiver (where permissible under applicable Law) of the following additional conditions on or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by ParentDate:

Appears in 5 contracts

Samples: Merger Agreement (TDCX Inc.), Merger Agreement (Genetron Holdings LTD), Merger Agreement (O2micro International LTD)

Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall Transactions will be subject to the satisfaction satisfaction, or written waiver by Parent, at or prior to before the Closing Date of each of the following conditionsconditions (each such condition being solely for the benefit of Parent and Merger Sub and capable of being waived by Parent in its sole discretion without notice, liability or obligation to any of which may be waived, in writing, exclusively by Parent:Person):

Appears in 4 contracts

Samples: Merger Agreement (GX Acquisition Corp.), Merger Agreement (Citrix Systems Inc), Merger Agreement (Nova Measuring Instruments LTD)

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

Appears in 4 contracts

Samples: Merger Agreement (Ikos Systems Inc), Merger Agreement (Mentor Graphics Corp), Merger Agreement (Ikos Systems Inc)

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 waiver prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, waived exclusively by Parent:

Appears in 4 contracts

Samples: Merger Agreement (Easylink Services International Corp), Merger Agreement (Open Text Corp), Merger Agreement (Open Text Corp)

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 Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

Appears in 4 contracts

Samples: Merger Agreement (One2one Living Corp), Merger Agreement (North American Oil & Gas Corp.), Merger Agreement (Terra Tech Corp.)

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 as of the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Newtown Lane Marketing Inc), Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II)

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

Appears in 4 contracts

Samples: Merger Agreement (Bowl America Inc), Merger Agreement (Journal Media Group, Inc.), Merger Agreement (Assisted Living Concepts Inc)

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 further subject to the satisfaction (or waiver, if permitted by applicable Law) at or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:

Appears in 3 contracts

Samples: Merger Agreement (Akari Therapeutics PLC), Merger Agreement (Peak Bio, Inc.), Merger Agreement (Adaptimmune Therapeutics PLC)

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:

Appears in 3 contracts

Samples: Merger Agreement (Harmony Merger Corp.), Merger Agreement (Applera Corp), Merger Agreement (Telanetix,Inc)

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 satisfaction, at or prior to the Closing Date of each Effective Time, of the following conditions, any of which may be waived, in writing, exclusively by Parent:

Appears in 3 contracts

Samples: Merger Agreement (99 Cents Only Stores), Merger Agreement (Intel Corp), Merger Agreement (McAfee, Inc.)

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 are subject to the satisfaction or waiver (where permissible under applicable Law) of the following additional conditions at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by ParentDate:

Appears in 3 contracts

Samples: Merger Agreement (Tang Liang), Merger Agreement (Yao Jinbo), Merger Agreement (58.com Inc.)

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

Appears in 3 contracts

Samples: Merger Agreement (Fundtech LTD), Merger Agreement (S1 Corp /De/), Merger Agreement (Fundtech LTD)

Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other Transactions 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:

Appears in 2 contracts

Samples: Merger Agreement (Landcadia Holdings III, Inc.), Merger Agreement (Hillman Companies Inc)

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 satisfaction, at or prior to the Closing Date Date, of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

Appears in 2 contracts

Samples: Merger Agreement (Cash Systems Inc), Merger Agreement (Global Cash Access Holdings, Inc.)

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 or written waiver by Parent at or prior to the Closing Date of each Effective Time of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:

Appears in 2 contracts

Samples: Merger Agreement (Seagen Inc.), Merger Agreement (Pfizer Inc)

Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation 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:

Appears in 2 contracts

Samples: Merger Agreement (MSC Software Corp), Merger Agreement (Digital Insight Corp)

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 are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of each Effective Time of the following conditions, any of which may be waived, in writing, exclusively by Parent:

Appears in 2 contracts

Samples: Merger Agreement (Panera Bread Co), Merger Agreement (Krispy Kreme Doughnuts Inc)

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 Merger Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by ParentParent and Merger Sub:

Appears in 2 contracts

Samples: Merger Agreement (Avigen Inc \De), Merger Agreement (Medicinova Inc)

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 Effective Time of each of the following conditions, additional conditions (any of which may be waived, in writing, exclusively by Parent:):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.), Merger Agreement (Coupa Software Inc)

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 Effective Time of each of the following conditions, additional conditions (any of which may be waived, in writing, exclusively by Parent:Parent and Merger Sub):

Appears in 2 contracts

Samples: Merger Agreement (Select Comfort Corp), Merger Agreement (Salesforce Com Inc)

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

Appears in 2 contracts

Samples: Merger Agreement (TomoTherapy Inc), Merger Agreement (Accuray Inc)

Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger Transaction 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:

Appears in 2 contracts

Samples: Merger Agreement (Cab-Tive Advertising, Inc.), Merger Agreement (Multi Link Telecommunications Inc)

Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect this Agreement and the Merger transactions contemplated hereby 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:

Appears in 1 contract

Samples: Merger Agreement (Covad Communications Group Inc)

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 ParentParent and Merger Sub:

Appears in 1 contract

Samples: Merger Agreement (Computer Sciences Corp)

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:.

Appears in 1 contract

Samples: Merger Agreement (Water Pik Technologies Inc)

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

Appears in 1 contract

Samples: Merger Agreement (C Bridge Internet Solutions Inc)

Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing Date of each of the following conditionsEffective Time, any of which may be waived, in writing, exclusively by ParentParent and Merger Sub:

Appears in 1 contract

Samples: Merger Agreement (Peregrine Systems Inc)

Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Transaction 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:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Black Ridge Acquisition Corp.)

Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation 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 additional conditions, any of which may be waived, in writing, exclusively by Parent:

Appears in 1 contract

Samples: Merger Agreement (Absolute Software Corp)

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 additional conditions, any of which may be waived, in writing, exclusively by ParentParent and Merger Sub:

Appears in 1 contract

Samples: Merger Agreement (Green Mountain Coffee Roasters Inc)

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 (subject to Section 8.5) may be waived, in writing, exclusively by Parent:

Appears in 1 contract

Samples: Merger Agreement (Imall Inc)

Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the transactions contemplated by this Agreement 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:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Appliedtheory Corp)

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 waivedwaived in whole or in part, in writing, exclusively by Parent:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc)

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 Effective Time of each of the following conditions, (any of which may be waived, waived by Parent and Merger Sub in writing, exclusively by Parent:in whole or in part):

Appears in 1 contract

Samples: Merger Agreement (Nanometrics Inc)

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 or waiver at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

Appears in 1 contract

Samples: Merger Agreement (Neoware Inc)

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 of Parent and Merger Sub of each of the following conditions at or prior to the Closing Date of each Effective Time, unless Parent, in its sole discretion, waives in writing any of the following conditions, any of which may be waived, in writing, exclusively by Parent:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pharmafrontiers Corp)

Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation 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 ParentParent and Merger Sub:

Appears in 1 contract

Samples: Merger Agreement (Allied Defense Group Inc)

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

Appears in 1 contract

Samples: Merger Agreement (Tangible Asset Galleries Inc)

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:30

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Informix Corp)

Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation 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:

Appears in 1 contract

Samples: Merger Agreement (Pangaea Logistics Solutions Ltd.)

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

Appears in 1 contract

Samples: Merger Agreement (TigerLogic CORP)

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 are subject to the satisfaction at or waiver (where permissible under applicable Law) of the following additional conditions on or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:Date: …

Appears in 1 contract

Samples: Waiver of Condition Precedent (TDCX Inc.)

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

Appears in 1 contract

Samples: Merger Agreement (Novellus Systems Inc)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)

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

Appears in 1 contract

Samples: Merger Agreement (Mindspeed Technologies, Inc)

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