Conditions Precedent to Obligations of the Company, Parent and Merger Sub Sample Clauses

Conditions Precedent to Obligations of the Company, Parent and Merger Sub. The obligations of the Company, Parent and Merger Sub to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
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Conditions Precedent to Obligations of the Company, Parent and Merger Sub. The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the party to whose benefit such condition exists, in whole or in part, to the extent permitted by applicable Law): (a) there shall not be in effect any Law or Order of a Governmental Authority having competent jurisdiction over the business of the Company and its Subsidiaries or the business of Parent, Merger Sub or each of their Subsidiaries, prohibiting or enjoining the consummation of the Merger and no Action shall be pending or threatened seeking the foregoing; (b) the waiting period or required approval applicable to the transactions contemplated by this Agreement under any Competition Law shall have expired (or early termination shall have been granted) or been received; (c) the Company Voting Proposal shall have been approved at the Company Meeting, at which a quorum is present, by (i) the requisite vote of the Company Shareholders under applicable Law and the Company’s Articles of Incorporation and Bylaws, and (ii) the affirmative vote of the Disinterested Holders holding a majority of the shares of Company Common Stock voted by the Disinterested Holders; (d) the Parent Voting Proposal shall have been approved at the Parent Meeting, at which a quorum is present, by the requisite vote of the Parent Shareholders under applicable Law and Parent’s Amended and Restated Articles of Incorporation and Bylaws; (e) consents of the parties to each of the Financing Agreements consenting to the Merger and transactions contemplated by this Agreement shall have been obtained; (f) Company Common Shareholders holding in the aggregate no more than 10% of the outstanding shares of Company Common Stock have filed with the Company, before the Company Meeting, an objection to the Merger and a demand for payment for their Company Common Stock if the Merger is effected; and (g) Parent Shareholders holding in the aggregate no more than 10% of the outstanding shares of Parent Class B Common Stock have filed with the Parent, before the Parent Meeting, an objection to the approval of the A&R Governing Documents and a demand for payment for their Parent Class B Common Stock if Parent Shareholder Approval is obtained.
Sample 1
Conditions Precedent to Obligations of the Company, Parent and Merger Sub. The obligations of the Company, Parent and Merger Sub to consummate the Closing and the Merger are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the party to whose benefit such condition exists (provided, that Parent shall be entitled to waive solely on behalf of Parent and Merger Sub), in whole or in part, and only to the extent permitted by applicable Law):
Sample 1

Related to Conditions Precedent to Obligations of the Company, Parent and Merger Sub

  • 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:

  • 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 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:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • 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 Precedent to Obligations of the Company The obligations of the Company 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 the following conditions:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

  • Conditions Precedent to Obligations of the Sellers The obligations of the Sellers under this Agreement at the Closing and the consummation by the Sellers of the transactions contemplated hereby are subject to the satisfaction or fulfillment by the Buyer, prior to or at the Closing, of each of the following conditions, unless waived in writing by the Sellers:

  • Performance of Obligations of Parent and Merger Sub Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

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