CLOSING CONDITIONS 62 Clause Samples

The "Closing Conditions" clause sets out the specific requirements and circumstances that must be satisfied before the finalization of a transaction, such as a merger or acquisition, can occur. These conditions may include regulatory approvals, the absence of material adverse changes, or the fulfillment of certain covenants by the parties involved. By clearly outlining these prerequisites, the clause ensures that both parties are protected from unforeseen issues and that the transaction only proceeds when all agreed-upon standards are met, thereby reducing risk and uncertainty.
CLOSING CONDITIONS 62. 9.1 Conditions to Each Party’s Obligations. 62 9.2 Conditions to Obligations of the Company, Pubco, Merger Sub and the Sellers. 63 9.3 Conditions to Obligations of the Purchaser. 64 9.4 Frustration of Conditions. 65
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CLOSING CONDITIONS 62. Section 7.1 Conditions to Obligations of Each Party Under This Agreement 62 Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub 62 Section 7.3 Additional Conditions to Obligations of the Company 63 Section 7.4 Frustration of Closing Conditions 64 Section 8.1 Termination 64 Section 8.2 Effect of Termination; Termination Fee and Expense Reimbursement 67 Section 8.3 Extension; Waiver 72 Section 8.4 Amendment 72
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CLOSING CONDITIONS 62. Section 6.1 Conditions to Obligations of Each Party Under This Agreement 62 Section 6.2 Additional Conditions to Obligations of Parent and Merger Sub 63 Section 6.3 Additional Conditions to Obligations of the Company 67 Section 7.1 Termination 68 Section 7.2 Effect of Termination 69 Section 7.3 Amendment 69 Section 7.4 Waiver 69 Section 7.5 Fees and Expenses 69 Section 8.1 Transfer Taxes 69 Section 8.2 Tax Indemnity 70 Section 8.3 Responsibility for Filing Tax Returns 70 Section 8.4 Cooperation on Tax Matters 71 Section 8.5 Tax Claims 71 Section 8.6 Review; Disputes 72 Section 8.7 Characterization of Indemnity and Milestone Payments 73 Section 9.1 Survival 73 Section 9.2 Indemnification 74 Section 9.3 Third Party Claims 76 Section 9.4 Exercise of Remedies by Indemnitees other than Parent 76 Section 9.5 Exclusive Remedy 77 Section 9.6 Insurance Proceeds 77 Section 9.7 Right of Setoff 77 Section 10.1 Appointment of Stockholder’ Agent 77 Section 10.2 Notices 79 Section 10.3 Certain Definitions 80 Section 10.4 Terms Defined Elsewhere 90 Section 10.5 Headings 93 Section 10.6 Severability 93 Section 10.7 Entire Agreement 93 Section 10.8 Assignment 93 Section 10.9 Parties in Interest 94 Section 10.10 Mutual Drafting 94
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CLOSING CONDITIONS 62. Conditions to Each Party's Obligations under this Agreement 62 9.2 Conditions to the Obligations of NewAlliance under this Agreement 64 9.3 Conditions to the Obligations of Westbank under this Agreement 64 ARTICLE X 65 THE CLOSING 65
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CLOSING CONDITIONS 62. 6.1 Conditions to Each Party’s Obligation to Effect the Merger. 62 6.2 Conditions to Company’s Obligation to Effect the Merger. 63 6.3 Conditions to Purchaser’s Obligation to Effect the Merger. 64 7.1 Termination of Plan of Merger. 65 7.2 Effect of Termination. 67 9.1 No Third-Party Beneficiaries. 77 9.2 Specific Performance. 77 9.3 Entire Agreement. 78 9.4 Succession and Assignment. 78 9.5 Construction. 78 9.6 Exclusive Jurisdiction. 78 9.7 Waiver of Jury Trial. 79 9.8 Notices. 79 9.9 Governing Law. 79 9.10 Counterparts. 80 9.11 Headings. 80 9.12 Calculation of Dates and Deadlines. 80
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CLOSING CONDITIONS 62. 9.1 Conditions to Each Party’s Obligations. 62 9.2 Conditions to Obligations of the Company. 63 9.3 Closing Deliveries. 63 9.4 Conditions to Obligations of the Purchaser. 64 9.5 Frustration of Conditions. 66
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CLOSING CONDITIONS 62. Section 6.1 Conditions to Obligations of Each Party Under This Agreement 62 Section 6.2 Additional Conditions to Obligations of the Purchaser Parties 62 Section 6.3 Additional Conditions to Obligations of the Company 65 Section 7.1 Termination 66 Section 7.2 Effect of Termination 67 Section 8.1 Survival of Representations 67 Section 8.2 Right to Indemnification 67 Section 8.3 Limitations on Liability 68 Section 8.4 Defense of Third-Party Claims 69 Section 8.5 Limitation on Damages 71 Section 8.6 Information; Waiver 71 Section 8.7 Indemnification Claims; Escrow Arrangements 71 Section 8.8 Characterization of Indemnification Payments 73 Section 9.1 Equityholders’ Representative 74 Section 9.2 Fees and Expenses 77 Section 9.3 Notices 77 Section 9.4 Headings 78 Section 9.5 Severability 78 Section 9.6 Entire Agreement 79 Section 9.7 Assignment 79 Section 9.8 Parties in Interest 79 Section 9.9 Mutual Drafting 79 Section 9.10 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 79 Section 9.11 Disclosure 80 Section 9.12 Counterparts 80 Section 9.13 Specific Performance 80 Section 9.14 Amendment 81 Section 9.15 Waiver 81 Section 9.16 Further Assurances 81 Section 9.17 Additional Agreement 81 Section 9.18 Other Definitional Provisions 82 Exhibit A Shareholder Agreement Exhibit B Surviving Corporation Certificate of Incorporation Exhibit C Surviving Corporation By-laws Exhibit D Indemnity Escrow Agreement Exhibit E Paying Agent Agreement Exhibit F Letter of Transmittal Exhibit G Form of Option Cancellation Agreement Exhibit H Form of RSU Cancellation Agreement Exhibit I Vesting Agreement Exhibit J Form of FIRPTA Notice Exhibit K Form of FIRPTA Notification Letter Annex A Definitions Annex B List of Shareholders for Shareholder Agreements Annex C Initial Directors and Officers of the Surviving Corporation Annex D Working Capital Amount Annex E Knowledge Parties Annex F Draft Net Revenue Report Annex G Company Revenue Recognition Policy Schedule A Offer Letters and Bonus Agreements This AGREEMENT AND PLAN OF MERGER, dated as of January 4, 2016 (this “Agreement”), is by and among, Ellipse Technologies, Inc., a Delaware corporation (the “Company”), NuVasive, Inc., a Delaware corporation (“Parent”), Magneto Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Purchaser Parties”) and Fortis Advisors LLC (“Equityholders’ Representative”), a Delaware limited liability company (solely...
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Related to CLOSING CONDITIONS 62

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • 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.