Conditions Amendment and Termination Clause Samples

Conditions Amendment and Termination. 6.1 The respective obligations of the Constituent Entities to consummate the Merger pursuant to this Agreement are subject to, and conditioned upon: (a) each of the Constituent Entities having obtained any and all consents necessary for the Merger, including the approval of this Agreement and the Merger by the members of each of the Constituent Entities; (b) each of the Constituent Entities having conducted its due diligence and investigated the business and operations of the other party to its reasonable satisfaction; (c) the representations and warranties of each of the Constituent Entities contained in this Agreement or in any document delivered under this Agreement being true, correct and complete in all material respects immediately prior to the Effective Date with the same force and effect as if made immediately prior to the Effective Date; and (d) each Constituent Entity having performed and complied with, in all material respects, all covenants, agreements and obligations required by this Agreement to be performed or complied with by it prior to or on the Effective Date. 6.2 The Constituent Entities, by mutual consent of the Boards of Directors, may amend, modify or supplement this Agreement in such manner as may be agreed upon by them in writing at any time prior to the Effective Date as reasonably necessary to carry out the transaction contemplated by this Agreement, even though this Agreement shall have been approved by the members of either or both of the Constituent Entities. 6.3 This Agreement may be terminated and the Merger abandoned for cause related to the material breach of any representations, warranties or covenants contained in this Agreement, or for other good cause, by a resolution adopted by the Board of Directors of either of the Constituent Entities at any time prior to the Effective Date, even though this Agreement shall have been approved by the members of either or both of the Constituent Entities.