Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated hereby 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 Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):
Appears in 4 contracts
Samples: Merger Agreement (Synova Healthcare Group Inc), Merger Agreement (Sunpower Corp), Merger Agreement (Sunpower Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and otherwise to consummate the transactions contemplated hereby by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, conditions (it being understood that any one or more of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and following conditions may be waived by Parent in its sole discretion without notice, liability or obligation to any Personthe written agreement of Parent):
Appears in 4 contracts
Samples: Merger Agreement (Merit Medical Systems Inc), Merger Agreement (Quality Systems, Inc), Merger Agreement (Gilead Sciences Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the transactions contemplated hereby shall will 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 (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Sub:
Appears in 4 contracts
Samples: Merger Agreement (Shea Development Corp.), Merger Agreement (Shea Development Corp.), Merger Agreement (Shea Development Corp.)
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 Effective Time of each of the following conditions, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Sub:
Appears in 3 contracts
Samples: Merger Agreement (Intercontinental Exchange, Inc.), Merger Agreement (US Oncology Holdings, Inc.), Merger Agreement (McKesson Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, additional conditions (any of which may be waived, in writing, exclusively by Parent and Merger Sub (it being understood that each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion writing without notice, liability or obligation to any other Person)):
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated hereby Merger and the Other Transactions 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 Parent (each such condition is solely for the benefit of Parent and Merger Sub Sub, in Parent’s and may be waived by Parent in its Merger Sub’s sole discretion without notice, liability or obligation to any Person):discretion:
Appears in 2 contracts
Samples: Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.), Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated hereby 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 Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Sub:
Appears in 2 contracts
Samples: Merger Agreement (Audience Inc), Merger Agreement (Business Objects S.A.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waivedwaived (to the extent permitted by applicable Legal Requirements, in writing, exclusively by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any PersonSub):
Appears in 2 contracts
Samples: Merger Agreement (Kanbay International Inc), Merger Agreement (Cap Gemini Sa)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the transactions contemplated hereby Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following additional conditions, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Parent:
Appears in 2 contracts
Samples: Merger Agreement (Copper Mountain Networks Inc), Merger Agreement (Tut Systems Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the transactions contemplated hereby shall by this Agreement will 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 Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Parent:
Appears in 2 contracts
Samples: Merger Agreement (PeopleSupport, Inc.), Agreement and Plan of Reorganization (Data Dimensions Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Closing of each of the following additional conditions, any of which may be waived, waived in writing, writing in whole or in part by Parent (each such condition is solely for the benefit of Parent and or Merger Sub and may be waived to the extent permitted by Parent in its sole discretion without noticeapplicable Law, liability or obligation to any Person):that:
Appears in 2 contracts
Samples: Merger Agreement (Performance Food Group Co), Merger Agreement (Genesco Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Xxxxxx Sub to consummate the transactions contemplated hereby Transactions 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 Parent Xxxxxx (it being understood that each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):
Appears in 2 contracts
Samples: Merger Agreement (Splunk Inc), Merger Agreement (Cisco 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 and the other transactions contemplated hereby under this Agreement shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Parent:
Appears in 2 contracts
Samples: Escrow Agreement (SCG Financial Acquisition Corp.), Merger Agreement (SCG Financial Acquisition Corp.)
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 transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditionsconditions set forth in this Section 7.2, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Parent.
Appears in 2 contracts
Samples: Merger Agreement (Stratasys Inc), Merger Agreement (Intermec, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Closing and to consummate the Merger and the other transactions contemplated hereby to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditionsconditions set forth in this Section 6.3, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived exclusively by Parent in its sole discretion without notice, liability or obligation to any Person):and absolute discretion:
Appears in 1 contract
Samples: Merger Agreement (Criteo S.A.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated hereby 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 Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Parent:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated hereby and by the Registration Rights Agreement shall be subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing of each of the following conditions, any Effective Time (all of which may be waived, in writing, by Parent (each such condition is solely are for the benefit of Parent and Merger Sub and may only be waived by Parent in its sole discretion without notice, liability or obligation to any Personwriting if not satisfied):
Appears in 1 contract
Samples: Merger Agreement (pSivida LTD)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and otherwise to consummate the transactions contemplated hereby by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, conditions (it being understood that any one or more of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and following conditions may be waived by Parent in its sole discretion without notice, liability or obligation to any PersonParent):
Appears in 1 contract
Samples: Merger Agreement (Teva Pharmaceutical Industries LTD)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated hereby by this Agreement shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Sub:
Appears in 1 contract
Samples: Merger Agreement (Ask Jeeves Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the transactions contemplated hereby shall Merger and Other Transactions will be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waivedwaived (except as may be prohibited by Law), in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent Parent, in its Parent’s sole discretion without notice, liability or obligation to any Person):discretion:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacira Pharmaceuticals, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and otherwise to consummate the transactions contemplated hereby by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, conditions (it being understood that (i) any one or more of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and following conditions may be waived by Parent in its sole discretion without noticeand (ii) by proceeding with the Closing, liability or obligation Parent and Merger Sub will be deemed to have waived any Personof such conditions that remain unsatisfied):
Appears in 1 contract
Samples: Merger Agreement (Stanley, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated hereby shall be Merger are subject to the satisfaction at or waiver (where permissible under applicable Law) of the following additional conditions on or prior to the Closing of each of the following conditionsEffective Time, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived exclusively by Parent in its sole discretion without notice, liability or obligation to any Person):writing:
Appears in 1 contract
Samples: Merger Agreement (iClick Interactive Asia Group LTD)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated hereby to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditionsconditions set forth in this Section 6.2, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived exclusively by Parent in its sole discretion without notice, liability or obligation to any Person):and absolute discretion:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated hereby Merger and the Other Transactions 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 Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent Parent, in its Parent’s sole discretion without notice, liability or obligation to any Person):discretion:
Appears in 1 contract
Samples: Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the transactions contemplated hereby Merger also 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 Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Sub:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Sub:
Appears in 1 contract
Samples: Merger Agreement (Pegasystems Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the transactions contemplated hereby Merger shall be subject to the satisfaction or written waiver (to the extent permitted by applicable Law), at or prior to the Closing of each Effective Time, of the following additional conditions, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person)::
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, additional conditions (any of which may be waived, in writing, exclusively by Parent (it being understood that each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion writing without notice, liability or obligation to any other Person)):
Appears in 1 contract
Samples: Merger Agreement (Roku, Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Xxxxxx Sub to consummate the transactions contemplated hereby Transactions shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by Parent conditions (it being understood that each such condition is solely for the benefit of Parent and Merger Xxxxxx Sub and may be waived by Parent or Merger Sub in its writing in their sole discretion without notice, liability notice or obligation Liability to any Person):
Appears in 1 contract
Samples: Merger Agreement (8x8 Inc /De/)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated hereby Merger and the other Transactions to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditionsconditions set forth in this Section 6.2, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived exclusively by Parent in its sole discretion without notice, liability or obligation to any Person):and absolute discretion:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Closing waiver (where permissible under applicable Law) of each of the following conditions, any of which may be waived, waived (in writing, ) exclusively by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Parent:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated hereby to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditionsconditions set forth in this Section 6.2, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived exclusively by Parent in its sole and absolute discretion without notice, liability or obligation (provided that the Parent Indemnitees shall not be entitled to any Personindemnification with respect to the subject of such waiver in the event the Effective Time occurs):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Greenrose Acquisition Corp.)
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 at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, by Parent (each such condition is solely for the benefit of Parent and or Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):Sub:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amicus Therapeutics Inc)