Conditions to Consummation of Merger. 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:
Conditions to Consummation of Merger. 38 5.1 Conditions to Each Party's Obligations.................................38 5.2 Conditions to Obligations of the Buyer and the Transitory Subsidiary...39 5.3 Conditions to Obligations of the Company...............................41 ARTICLE VI INDEMNIFICATION....................................................42 6.1 Indemnification by the Company Stockholders............................42 6.2 Indemnification by the Buyer...........................................43 6.3
Conditions to Consummation of Merger. 45 5.1 Conditions to Obligations of the Buyer and the Transitory Subsidiary.... 45 5.2 Conditions to Obligations of the Company................................ 47 ARTICLE VI INDEMNIFICATION.......................................................... 48 6.1 Indemnification by the Equity Holders................................... 48 6.2
Conditions to Consummation of Merger. 26 6.1 Conditions to Each Party's Obligations......................26 6.2 Conditions to Obligations of the Buyer and the Merger Sub...27
Conditions to Consummation of Merger. Section 6.1 Conditions to Each Party's Obligations. Notwithstanding any -------------------------------------- other provision of this Agreement, the obligations of each party hereto to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
Conditions to Consummation of Merger. 37 5.1 Conditions to Each Party’s Obligations 37 5.2 Conditions to Obligations of the Parent and the Acquisition Subsidiary 37 5.3 Conditions to Obligations of the Company 39
Conditions to Consummation of Merger. 34 5.01 Conditins to Obligations of Buyer and Newco................................. 35 5.02 Conditions to Obligations of the Company and the Principal Shareholder...... 35
Conditions to Consummation of Merger. 5.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the condition that the Stockholder Proposals shall have received the requisite stockholder approval under applicable law.
Conditions to Consummation of Merger. 32 5.1 Conditions to Each Party’s Obligations 32 5.2 Conditions to Obligations of the Parent and the Acquisition Subsidiary 33 5.3 Conditions to Obligations of the Company 34 ARTICLE 6 DEFINITIONS 37 ARTICLE 7 TERMINATION 39 7.1 Termination by Mutual Agreement 39 7.2 Termination for Failure to Close 39 7.3 Termination by Operation of Law 39 7.4 Termination for Failure to Perform Covenants or Conditions 39 7.5 Effect of Termination or Default; Remedies 39 7.6 Remedies; Specific Performance 40 ARTICLE 8 MISCELLANEOUS 40 8.1 Press Releases and Announcements 40 8.2 No Third Party Beneficiaries 40 8.3 Entire Agreement 40 8.4 Succession and Assignment 40 8.5 Counterparts and Facsimile Signature 41 8.6 Headings 41 8.7 Notices 41 8.8 Governing Law 42 8.9 Amendments and Waivers 42 8.10 Severability 42 8.11 Submission to Jurisdiction 42 8.12 WAIVER OF JURY TRIAL 43 8.13 Survival 43 8.14 Construction 43 Exhibit A Post-Merger Capitalization Structure Exhibit B Form of Pre-Merger Indemnity Agreement Exhibit C Form of 2018 Equity Incentive Plan Exhibit D Signatories to Lock-Up Agreements Exhibit E Form of Lock-Up Agreement Schedule 1.5(a) Schedule 1.9 Schedule 4.9(b) Schedule 4.9(d) AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of April 26, 2018, by and among LOLA ONE ACQUISITION CORPORATION, a Delaware corporation (the “Parent”), LOLA ONE ACQUISITION SUB, INC., a Delaware corporation and the wholly-owned subsidiary of Parent (the “Acquisition Subsidiary”), and AMESITE INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
Conditions to Consummation of Merger. 32 5.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS......................32 5.2 CONDITIONS TO OBLIGATIONS OF THE BUYER AND THE TRANSITORY SUBSIDIARY.......................................32 5.3 CONDITIONS TO OBLIGATIONS OF THE COMPANY....................34 ARTICLE VI
