CONDITIONS TO CONSUMMATION OF THE. Merger Conditions to Each Party's Obligations to Effect the Section 5.1. Merger Section 5.2. Conditions to the Obligations of VAC Section 5.3. Conditions to the Obligations of SRC
CONDITIONS TO CONSUMMATION OF THE. Merger Section 5.1. Conditions to each Party's Obligation Section 5.2. Conditions to the Obligations of IVP Section 5.3. Conditions to the Obligations of EZJR
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 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. EXCHANGE Section 7.1 Conditions to Obligations of BANYAN and BANYAN Owners. The obligations of BANYAN and BANYAN Owners to consummate the Exchange shall be subject to the fulfillment, or written waiver by BANYAN, at or prior to the Closing, of each of the following conditions: (a) DGHG shall have delivered to BANYAN each of the documents required by Section 2.2(a) of this Agreement; (b) The representations and warranties of DGHG set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time; (c) DGHG shall have performed and complied in all material respects with all covenants, conditions, obligations and agreements required by this Agreement to be performed or complied with by such parties on or prior to the Closing Date; (d) All consents, approvals, permits, authorizations and orders required to be obtained from, and all registrations, filings and notices required to be made with or given to, any Governmental Authority or Person as provided herein shall have been obtained; (e) BANYAN shall have completed a due diligence review of the business, operations, financial condition and prospects of DGHG and shall have been satisfied with the results of its due diligence review in its sole and absolute discretion; (f) There has been no Material Adverse Effect on the business, condition or prospects of DGHG until the Closing Date; (g) DGHG shall file if applicable with the SEC a Schedule 14(f)-l with respect to any change of control transactions described in this Agreement, and shall have caused the Schedule 14(f)01 to be mailed to each registered holder of its Common Stock; (h) Holders of all of the BANYAN Interests shall have become party to the Exchange; and (i) The outstanding shares of Common Stock of DGHG prior to the Closing shall not exceed 100,000,000 shares. Section 7.2
CONDITIONS TO CONSUMMATION OF THE. MERGER 48 6.01 Conditions to the Obligations of Each Party 48 6.02 Conditions to Obligations of Merger Sub and Parent 49 ii 6.03 Conditions to Obligation of the Company 50 ARTICLE 7 TERMINATION 51 7.01 Termination by Mutual Consent 51 7.02 Termination by Merger Sub, Parent or the Company 51 7.03 Termination by Merger Sub and Parent 52 7.04 Termination by the Company 52 7.05 Effect of Termination 53 ARTICLE 8 MISCELLANEOUS 53 8.01 Payment of Fees and Expenses 53 8.02 Guarantee 55 8.03 No Survival 55 8.04 Modification or Amendment 55 8.05 Entire Agreement; Assignment 55 8.06 Severability 55 8.07 Notices 56 8.08 Governing Law 57 8.09 Descriptive Headings 57 8.10 Counterparts 57 8.11 Certain Definitions 57 8.12 Specific Performance 58 8.13 Extension; Waiver 58 8.14 Third-Party Beneficiaries 58 8.15 Submission to Jurisdiction 58 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 4, 2006, is entered into by and among Datastream Systems, Inc., a Delaware corporation (the “Company”), Spartan Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Magellan Holdings, Inc., a Georgia corporation (“Parent”).
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 AGREEMENT AND PLAN OF MERGER 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. MERGER SECTION 7.01. Conditions to Each Party's Obligation to Effect the 25 Merger...................................................... ARTICLE VIII
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 Section 5.1. Conditions to each Party's Obligation to Effect the Merger 23 Section 5.2. Conditions to the Obligations of MGGA 23 Section 5.3. Conditions to the Obligations of TPG 24
