CONDITIONS TO CLOSING; ABANDONMENT AND TERMINATION Sample Clauses

CONDITIONS TO CLOSING; ABANDONMENT AND TERMINATION. 5.1 Conditions to Each Party's Obligation to Effect the Merger. ---------------------------------------------------------- The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Effective Date of the following conditions, and the Company or the Parent shall (x) not be required to close the Merger if any of the following shall not be true or shall not have occurred and (y) have the right to abandon the Merger and terminate this Agreement if any of the following shall not be true or shall not have occurred, as the case may be, by 5:00 p.m., Eastern time, on November 30, 1998:
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CONDITIONS TO CLOSING; ABANDONMENT AND TERMINATION. 34 6.1 Conditions to the Company’s Closing and Its Right to Abandon 34 6.2 Conditions to Parent’s and Purchaser’s Closing and Right of Parent and Purchaser to Abandon 35 7. TERMINATION 35 7.1 Terms 35 7.2 Effect of Termination 38 8. TERMINATION FEE AND EXPENSES 38 8.1 Termination Fee 38 8.2 Costs and Expenses 38 9. MISCELLANEOUS 39 9.1 Termination of Covenants, Representations and Warranties 39 9.2 Execution in Counterparts 39 9.3 Waivers and Amendments 39 9.4 Confidentiality 39 9.5 Indemnification by the Company 40 9.6 Indemnification by Parent 40 9.7 Procedure 41 9.8 Notices 41 9.9 Entire Agreement; No Third Party Beneficiaries 42 9.10 Governing Law 42 9.11 Waiver of Jury Trial 43 9.12 Severability 43 9.13 Publicity 43 9.14 Interpretation 44 9.15 Non-Recourse 44 Schedules and Exhibits Schedule of Definitions Exhibit A - Shareholder Tender Agreement Exhibit B - Offer Conditions AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of June 21, 2004, by and among GXXXXX’X TRADING COMPANY, INC., an Indiana corporation (the “Company”), DICK’S SPORTING GOODS, INC., a Delaware corporation (the “Parent”), and DIAMONDBACKS ACQUISITION INC., an Indiana corporation and a wholly-owned subsidiary of Parent (the “Purchaser”).
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CONDITIONS TO CLOSING; ABANDONMENT AND TERMINATION. 6.1 Conditions to the Company's Closing and Its Right to Abandon. ------------------------------------------------------------ The Company shall not be required to close the Merger if any of the following shall not be true or shall not have occurred or shall not have been waived in writing by the Company at the Closing:
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CONDITIONS TO CLOSING; ABANDONMENT AND TERMINATION 
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Related to CONDITIONS TO CLOSING; ABANDONMENT AND TERMINATION

  • Conditions to Closing Termination 34 6.1 Conditions Precedent to Obligations of Purchaser........................... 34 6.2 Conditions Precedent to the Obligations of the Shareholders................ 37 6.3 Termination................................................................ 38

  • Mutual Conditions to Closing The obligations of the Investor and the Company to consummate the Closing are subject to the fulfillment as of the Closing Date of the following conditions:

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received.

  • CONDITIONS TO CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • Conditions to Closing Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • Conditions to Close Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included:

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Transactions The obligation of each Party to effect the Closing is subject to the satisfaction or waiver (by such Party) at or prior to the Closing of the following conditions:

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