CLOSING CONDITIONS     50 Sample Clauses

CLOSING CONDITIONS     50. 6.1 Conditions Precedent to Obligation of MSP and Buyer 50 6.2 Conditions Precedent to Obligation of Sellers 52
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CLOSING CONDITIONS     50. Section 7.1 Conditions to Obligations of Each Party Under This Agreement 50 Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub 50 Section 7.3 Additional Conditions to Obligations of the Company 51 Article 8. Termination, Amendment and Waiver 52 Section 8.1 Termination 52 Section 8.2 Effect of Termination 53 Section 8.3 Amendment 54 Section 8.4 Waiver 54 Section 8.5 Fees and Expenses 54 Article 9. General Provisions 55 Section 9.1 Non-Survival of Representations and Warranties 55 Section 9.2 Notices 55 Section 9.3 Headings 56 Section 9.4 Severability 56 Section 9.5 Entire Agreement 56 Section 9.6 Assignment 56 Section 9.7 Parties in Interest 56 Section 9.8 Mutual Drafting 56 Section 9.9 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 56 Section 9.10 Disclosure 57 Section 9.11 Counterparts 57 Section 9.12 Remedies Cumulative; Specific Performance 57 Section 9.13 Interpretation 58 EXHIBITS Exhibit A Form of Voting Agreement AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is dated as of December 8, 2005 (this “Agreement”), by and among Electronic Arts Inc. a Delaware corporation (“Parent”), EArts(Delaware), Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and JAMDAT Mobile Inc., a Delaware corporation (the “Company”).
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Related to CLOSING CONDITIONS     50

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • Forward Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

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