CONDITIONS TO CONSUMMATION OF THE. Merger Section 5.1. Conditions to each Party's Obligation Section 5.2. Conditions to the Obligations of ETLB Section 5.3. Conditions to the Obligations of PINOAK
CONDITIONS TO CONSUMMATION OF THE. MERGER 7.01 Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto to consummate the Merger is subject to the fulfillment or, to the extent permitted by applicable law, written waiver by the parties hereto prior to the Closing of each of the following conditions: (a)
CONDITIONS TO CONSUMMATION OF THE. Merger Section 5.1. Conditions to each Party's Obligation to Effect the Merger 23 Section 5.2. Conditions to the Obligations of ZMRT 23 Section 5.3. Conditions to the Obligations of RAI 24
CONDITIONS TO CONSUMMATION OF THE. MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States federal or state court or United States federal or state Governmental Entity that prohibits, restrains, enjoins or restricts the consummation of the Merger; (c) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired; (d) any governmental or regulatory notices, approvals or other requirements necessary to consummate the transactions contemplated hereby and to operate the Business after the Effective Time in all material respects as it was operated prior thereto (other than under the HSR Act) shall have been given, obtained or complied with, as applicable; and (e) the S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and Parent shall have received all state securities laws or 32 38 "blue sky" permits and authorizations necessary to issue shares of Parent Common Stock in exchange for Shares in the Merger. Section 5.2. Conditions to the Obligations of the Company. The obligation of the Company to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations and warranties of Parent and Acquisition contained in this Agreement shall be true and correct (except to the extent that the aggregate of all breaches thereof would not have a Material Adverse Effect on Parent) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically relate to an earlier date, in which case such representations shall be true and correct as of such earlier date, and in any event, subject to the foregoing Material Adverse Effect qualification) and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; (b) each of the covenants and obligations of Parent and Acquisition to be ...
CONDITIONS TO CONSUMMATION OF THE. MERGER SECTION 7.01. Conditions to Each Party's Obligation to Effect the 25 Merger...................................................... ARTICLE VIII
CONDITIONS TO CONSUMMATION OF THE. MERGER 72 6.1 Conditions to Obligations of Each Party Under This Agreement 72 6.2 Conditions to Obligations of Parent and Merger Sub 73 6.3 Conditions to Obligations of the Company 74 ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER 75 7.1 Termination 75 7.2 Effect of Termination 77 7.3 Amendment 80 7.4 Waiver 80 ARTICLE 8 GENERAL PROVISIONS 80 8.1 Non-Survival of Representations and Warranties 80 8.2 Fees and Expenses 80 8.3 Notices 80 8.4 Certain Definitions 82 8.5 Terms Defined Elsewhere 94 8.6 Headings 98 8.7 Severability 98 8.8 Entire Agreement 99 8.9 Parties in Interest 99 8.10 Assignment 99 8.11 Mutual Drafting; Interpretation 99
CONDITIONS TO CONSUMMATION OF THE. MERGER SECTION 6.01 Conditions to Each Party's Obligation to Effect the Merger30 SECTION 6.02 Additional Condition to the Company's Obligation to Effect the Merger.......................................31 SECTION 6.03 Additional Conditions to the Parent's and the Sub's Obligations to Effect the Merger.........................31
CONDITIONS TO CONSUMMATION OF THE. MERGER 47 6.1 Conditions to Obligations of Each Party Under This Agreement 47 6.2 Conditions to Obligations of the Company Under This Agreement 48 6.3 Conditions to Obligations of the Parent and Merger Sub Under This Agreement 48 6.4 Frustration of Closing Conditions 49 ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER 49 7.1 Termination 49 7.2 Effect of Termination 51 7.3 Amendment 54 7.4 Waiver 54 ARTICLE 8 GENERAL PROVISIONS 54 8.1 Non-Survival of Representations and Warranties 54 8.2 Fees and Expenses 54 8.3 Notices 55 8.4 Certain Definitions 56 8.5 Terms Defined Elsewhere 65 8.6 Headings 68 8.7 Severability 68 8.8 Entire Agreement 68 8.9 Assignment 69 8.10 No Third Party Beneficiaries 69 8.11 Mutual Drafting; Interpretation 69 8.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 70 8.13 Counterparts 71 8.14 Specific Performance 71 Exhibit A Form of Certificate of Incorporation of Surviving Corporation Exhibit B Form of Bylaws of the Surviving Corporation This AGREEMENT AND PLAN OF MERGER, dated as of February 12, 2015 (this “Agreement”), is made by and among EXPEDIA, INC., a Delaware corporation (the “Parent”), XETA, INC., a Delaware corporation and an indirect wholly owned subsidiary of the Parent (the “Merger Sub”), and ORBITZ WORLDWIDE, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
CONDITIONS TO CONSUMMATION OF THE. STOCK PURCHASE 5.1. Conditions to Each Party's Obligations to Consummate the Stock Purchase...........................................32 5.2. Further Conditions to the Seller's Obligations..........................32 5.3. Further Conditions to the Buyer's Obligations...........................33
