Closing Conditions of Merger Sub and Parent Sample Clauses

Closing Conditions of Merger Sub and Parent. The Closing and the obligations of Merger Sub and Parent hereto to effect the Merger shall be subject to the fulfillment of the following conditions: (a) Stockholder Approval shall have been obtained for the Merger; (b) no judgment or order shall have been entered by any Governmental Entity of competent jurisdiction and shall be in effect that prevents the consummation of the Merger, provided that the Company shall have used its reasonable best efforts to prevent the entry of any such a judgment or order and to appeal as promptly as possible any such judgment or order that may be entered; (c) 30 days (or such lesser number of days as shall be permissible under the Certificate of Incorporation of the Company, including the Certificates of Designation of each series of Preferred Stock) shall have elapsed since the giving to the holders of each series of Preferred Stock of the written notice of the Merger required with respect to such series in accordance with the terms of the Certificate of Incorporation; (d) the Board of Directors of the Company shall have adopted a resolution (which may be contingent upon the closing of the Merger) accelerating the time for exercise of all unexercised and unexpired Company Options (including unvested Company Options) and the notice to holders of Company Options required by Section 6.5 shall have been timely given; (e) the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects, except for representations and warranties of the Company that are qualified by materiality, Knowledge or Material Adverse Effect, which shall be true and correct, in each case when made and on and as of the Closing Date, as though made on and as of the Closing Date (provided that (i) the accuracy as of the Closing Date of the representations and warranties contained in fifth sentence of Section 3.5 and in the first sentence of Section 3.20 shall not be a condition to Closing and (ii) the accuracy as of the Closing Date of the representations and warranties contained in Section 3.16(g) and the second sentence of Section 3.20 shall not be a condition to Closing except to the extent any inaccuracy results, or could reasonably be expected to result, in a Material Adverse Effect); the Company shall have performed and complied in all material respects with the covenants and agreements required by this Agreement to be performed or complied with by the Company prior to or at the Closing; a...
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Related to Closing Conditions of Merger Sub and Parent

  • Conditions of Merger 14 SECTION 5.1 Conditions to Obligation of Each Party to Effect the Merger 14 SECTION 5.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger ..................................... 15 SECTION 5.3 Additional Conditions to Obligation of the Company to Effect the Merger ............................................... 16 ARTICLE VI

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Obligations of Merger Sub Parent shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement.

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Ownership and Operations of Merger Sub Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time"). (b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation"). (c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary. (d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").

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