CONDITIONS      100 Clause Samples

The "CONDITIONS 100" clause sets out the specific requirements or circumstances that must be met for a contract or agreement to become effective or for certain obligations to be triggered. In practice, this clause might list prerequisites such as obtaining regulatory approvals, securing financing, or the completion of due diligence before the parties are bound to perform their contractual duties. Its core function is to ensure that all necessary preconditions are satisfied before the contract proceeds, thereby protecting the parties from premature obligations and reducing the risk of disputes.
CONDITIONS      100. Section 9.01 Conditions to Each Party’s Obligation to Effect the Merger 100 Section 9.02 Conditions to Obligations of Parent, US Holdco and Merger Sub 100 Section 9.03 Conditions to Obligation of the Company 101 ARTICLE X TERMINATION, AMENDMENT, AND WAIVER 102 Section 10.01 Termination by Mutual Consent 102 Section 10.02 Termination by Either Parent or the Company 102 Section 10.03 Termination by Parent and US Holdco 103 Section 10.04 Termination by the Company 104 Section 10.05 Notice of Termination; Effect of Termination 104 Section 10.06 Fees and Expenses Following Termination 104 Section 10.07 Amendment 108 Section 10.08 Extension; Waiver 108 ARTICLE XI MISCELLANEOUS 108 Section 11.01 Interpretation; Construction 108 Section 11.02 Survival 110 Section 11.03 Governing Law 110 Section 11.04 Submission to Jurisdiction 110 Section 11.05 WAIVER OF JURY TRIAL 111 Section 11.06 Notices 111 Section 11.07 Entire Agreement 112 Section 11.08 No Third-Party Beneficiaries 112 Section 11.09 Severability 112 Section 11.10 Assignment 112 Section 11.11 Remedies 113 Section 11.12 Specific Performance 113 Section 11.13 Debt Financing Sources 113 Section 11.14 No Recourse 114 Section 11.15 Counterparts; Effectiveness 114 Exhibit A Certificate of Incorporation of the Surviving Corporation This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 24, 2021, by and among ICON public limited company, a public limited company in Ireland (“Parent”), ICON US Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“US Holdco”), Indigo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent and US Holdco (“Merger Sub”), and PRA Health Sciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.01 hereof.
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CONDITIONS      100. Section 8.1 Conditions to Each Party’s Obligation to Effect the Merger 100 Section 8.2 Conditions to Obligations of Parent and Merger Sub 100 Section 8.3 Conditions to Obligations of Company 102
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CONDITIONS      100. Section 8.1 Conditions to Each Party’s Obligation to Effect the Mergers 100 Section 8.2 Conditions to Obligations of Parent and Merger Sub 100 Section 8.3 Conditions to Obligations of Company 102 Section 9.1 Termination 103 Section 9.2 Effect of Termination 105 Section 9.3 Fees and Expenses 105 Section 9.4 Amendment 107 Section 10.1 Nonsurvival of Representations and Warranties and Certain Covenants 108 Section 10.2 Notices 108 Section 10.3 Severability 109 Section 10.4 Counterparts 109 Section 10.5 Entire Agreement 109 Section 10.6 No Third-Party Beneficiaries 109 Section 10.7 Extension; Waiver 110 Section 10.8 Governing Law 110 Section 10.9 Consent to Jurisdiction 110 Section 10.10 Assignment 111 Section 10.11 Remedies; Specific Performance 111 Section 10.12 Waiver of Jury Trial 112 Section 10.13 Authorship 112 Exhibit A Form of Articles of Amendment Classifying Parent Series A Preferred Stock Exhibit B Form of Articles of Amendment Classifying Parent Series B Preferred Stock Exhibit C Form of Company REIT Qualification Opinion Exhibit D Form of Parent Section 368 Opinion Exhibit E Form of Parent REIT Qualification Opinion Exhibit F Form of Company Section 368 Opinion THIS AGREEMENT AND PLAN OF MERGER, dated as of May 17, 2023 (this “Agreement”), is by and among Regency Centers Corporation, a Florida corporation (“Parent”), Hercules Merger Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Urstadt ▇▇▇▇▇▇ Properties Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes (“Company”), UB Maryland I, Inc., a Maryland corporation and a direct wholly-owned subsidiary of Company (“Hermes Sub I”), and UB Maryland II, Inc., a Maryland corporation and a direct wholly-owned subsidiary of Hermes Sub I (“Hermes Sub II”). Each of Parent, Merger Sub, Company, Hermes Sub I and Hermes Sub II is sometimes referred to herein as a “Party” and collectively as the “Parties.” Unless the context otherwise requires, capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
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CONDITIONS      100. Section 7.01 Conditions to Each Party’s Obligation to Effect the Merger 100 Section 7.02 Conditions to Obligations of HR 101 Section 7.03 Conditions to Obligations of the Company and Company OP 102 Section 7.04 Frustration of Closing Conditions 103 Section 8.01 Termination 103 Section 8.02 Effect of Termination 105 Section 8.03 Termination Fees 106 Section 8.04 Procedure for Termination 111
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Related to CONDITIONS      100

  • 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.

  • Unsafe Conditions In accordance with 29 CFR § 1977, occasions might arise when an employee is confronted with a choice between not performing assigned tasks or subjecting himself/herself to serious injury or death arising from a hazardous condition at the workplace. If the employee, with no reasonable alternative, refuses in good faith to expose himself/herself to the dangerous condition, he/she would be protected against subsequent discrimination. The condition causing the employee's apprehension of death or injury must be of such a nature that a reasonable person, under the circumstances then confronting the employee, would conclude that there is a real danger of death or serious injury and that there is insufficient time, due to the urgency of the situation, to eliminate the danger by resorting to regular statutory enforcement channels. In addition, in such circumstances, the employee, where possible, must also have sought from his Employer, and been unable to obtain, a correction of the dangerous condition.

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

  • Conditions to Buyer’s Obligations The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law: