Conditions of the Parent and Merger Sub to Consummate Acquisition Sample Clauses

Conditions of the Parent and Merger Sub to Consummate Acquisition. The obligation of the Parent and Merger Sub to consummate the transactions provided for in this Agreement shall be subject to the fulfillment of the following conditions set forth below, all in form and substance satisfactory to Parent. Parent may, however, to the extent permitted by applicable law, waive the fulfillment of any of these conditions, either before or after the Closing, but any waiver, to be binding upon Parent, must be by a writing duly executed by it. Principal Stockholders shall use commercially reasonable best efforts to cause each condition set forth in this Section 8.13 to be fulfilled. (a) The representations and warranties of the Company and the Principal Stockholders herein contained and the information contained in the Company’s Disclosure Schedule and the Stockholders’ Disclosure Schedule delivered on the date hereof and in the Related Documents delivered by the Company and the Principal Stockholders shall be true, correct and complete in all material respects at the Closing Date with the same effect as though made at such time (other than those representations and warranties made as of a specific date which would be unreasonable to be brought down to the Closing Date, which representations and warranties shall have been true and correct as of such date) except to the extent waived hereunder or affected by the transactions contemplated herein; the Company and the Principal Stockholders shall have performed all obligations and complied with all agreements, undertakings, covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing Date in all material respects; and the Company and the Stockholder Representative shall have delivered to the Parent a certificate in form and substance reasonably satisfactory to the Parent dated the Closing Date to all such effects. (b) There shall not be any litigation pending or threatened to restrain or invalidate (i) the transactions contemplated by this Agreement or (ii) the right of Principal Stockholders or Parent to carry on the businesses of the Company and its Subsidiaries in the ordinary course and consistent with prior practice after the Closing, the defense of which would, in the judgment of the Parent, made in good faith, involve expense or lapse of time or another factor that would be materially adverse to the interests of the Parent. (c) There shall not have occurred any events, occurrences, changes, effects or conditions of any ch...
Sample 1
AutoNDA by SimpleDocs

Related to Conditions of the Parent and Merger Sub to Consummate Acquisition

  • 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:

  • 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:

  • 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.

  • CONDITIONS TO CONSUMMATION OF MERGER 35 5.1 Conditions to Each Party's Obligations........................................................ 35 5.2 Conditions to Obligations of the Parent and the Acquisition Subsidiary........................ 36 5.3 Conditions to Obligations of the Company...................................................... 37

  • 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.

  • 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.

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by 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

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!