CONDITIONS TO CONSUMMATION OF THE MERGER 62 Sample Clauses

CONDITIONS TO CONSUMMATION OF THE MERGER 62. 7.01 Conditions to the Obligations of Each Party 62 7.02 Conditions to the Obligations of Acquiror and Merger Subsidiary 62 7.03 Conditions to the Obligations of the Company 63
Sample 1
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CONDITIONS TO CONSUMMATION OF THE MERGER 62. Section 6.01 Conditions to Obligations of Each Party Under This Agreement 62 Section 6.02 Conditions to Obligations of Parent and Merger Sub 62 Section 6.03 Conditions to Obligation of the Company 64 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER 64 Section 7.01 Termination 64 Section 7.02 Effect of Termination 66 Section 7.03 Amendment 68 Section 7.04 Waiver 68 ARTICLE VIII GENERAL PROVISIONS 68 Section 8.01 Non-Survival of Representations and Warranties 68 Section 8.02 Fees and Expenses 69 Section 8.03 Notices 69 Section 8.04 Certain Definitions 70 Section 8.05 Terms Defined Elsewhere 82 Section 8.06 Headings 84 Section 8.07 Severability 84 Section 8.08 Entire Agreement 84 Section 8.09 Assignment 84 Section 8.10 Parties in Interest 85 Section 8.11 Mutual Drafting; Interpretation 85 Section 8.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 86 Section 8.13 Counterparts 88 Section 8.14 Specific Performance 88 Section 8.15 Guaranty 88 Exhibit A – Certificate of Incorporation of the Surviving Corporation Schedule 8.04 – Knowledge of Parent This AGREEMENT AND PLAN OF MERGER, dated as of May 22, 2012 (this “Agreement”), is by and among SAP America, Inc., a Delaware corporation (“Parent”), Angel Expansion Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Ariba, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.04 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
Sample 1
CONDITIONS TO CONSUMMATION OF THE MERGER 62. Section 7.1. Conditions to Each Party’s Obligation to Effect the Merger 62 Section 7.2. Conditions to the Obligation of the Company 63 Section 7.3. Conditions to the Obligations of Parent and Acquisition Sub 64 ARTICLE VIII INDEMNIFICATION 66 Section 8.1. Indemnification by the Equity Holders 66 Section 8.2. Indemnification by Parent 66 Section 8.3. Notice of Claims 67 Section 8.4. Third Party Claims 67 Section 8.5. Distributions From Escrow 68 Section 8.6. Limitations and Requirements 68 ARTICLE IX TERMINATION; AMENDMENT; WAIVER 70 Section 9.1. Termination 70 Section 9.2. Effect of Termination 71 Section 9.3. Fees and Expenses 71 Section 9.4. Amendment 72 Section 9.5. Extension; Waiver 72 ARTICLE X TAX MATTERS 72 Section 10.1. Tax Sharing Agreements 72 Section 10.2. Transfer Taxes 72 ARTICLE XI MISCELLANEOUS 72 Section 11.1. Entire Agreement; Assignment 72 Section 11.2. Validity 73 Section 11.3. Notices 73 Section 11.4. Governing Law 74 Section 11.5. Consent to Jurisdiction 74 Section 11.6. WAIVER OF JURY TRIAL 75 Section 11.7. Parties in Interest 75 Section 11.8. Specific Performance 75 Section 11.9. Counterparts 75 Section 11.10. Negotiation of Agreement 75 Schedule 1.1(b) Proportionate Shares Schedule 2.8(d) Treatment of Options, SARs and the Warrant Schedule 3.1 Organization Schedule 3.2 Subsidiaries Schedule 3.4 Capitalization Schedule 3.5 Governmental Consents and Approvals Schedule 3.6 Litigation Schedule 3.7 Compliance with Laws Schedule 3.8 No Violations Schedule 3.9(a) Owned Real Property Schedule 3.9(b) Leased Real Property Schedule 3.11(b) Liabilities Schedule 3.11(c) SEC Reports Schedule 3.12(c) Tax Returns Schedule 3.12(e) Tax Sharing Agreements Schedule 3.12(f) Jurisdiction Schedule 3.13(a) Employee Benefits Schedule 3.13(g) ERISA Schedule 3.13(i) Employee Welfare Benefit Plan Schedule 3.13(l) Foreign Plans Schedule 3.14 Transactions with Affiliates Schedule 3.15 Assumptions or Guaranties of Indebtedness Schedule 3.16 Loans by the Company Schedule 3.17 Absence of Certain Changes Schedule 3.18(a) Labor Relations Schedule 3.18(b) Employment Contracts Schedule 3.19 Insurance Schedule 3.21 Material Contracts Schedule 3.22 Environmental Matters Schedule 3.23(a) Intellectual Property Schedule 3.23(c) IP Litigation Schedule 3.23(e) IP Systems Schedule 3.24 Government Contracts Schedule 3.25 Compliance re Government Contracts and Bids Schedule 3.26 Internal Controls, Audits and Investigations Schedule 3.29 Customs and International Trade Schedule 3...
Sample 1
CONDITIONS TO CONSUMMATION OF THE MERGER 62. Conditions to Obligations of Each Party under this Agreement 62
Sample 1
CONDITIONS TO CONSUMMATION OF THE MERGER 62. Section 7.1 Conditions to Each Party’s Obligations to Effect the Merger 62 Section 7.2 Conditions to Obligations of Parent and Merger Sub 62 Section 7.3 Conditions to Obligations of the Company 63 Section 7.4 Frustration of Closing Conditions 64 ARTICLE VIII. TERMINATION 64 Section 8.1 Termination 64 Section 8.2 Effect of Termination 66 ARTICLE IX. MISCELLANEOUS 69 Section 9.1 Amendment and Modification; Waiver 69 Section 9.2 Non-Survival of Representations and Warranties 70 Section 9.3 Expenses 70 Section 9.4 Notices 70 Section 9.5 Certain Definitions 72 Section 9.6 Terms Defined Elsewhere 82 Section 9.7 Interpretation 84 Section 9.8 Counterparts 85 Section 9.9 Entire Agreement; Third-Party Beneficiaries 85 Section 9.10 Severability 86 Section 9.11 Governing Law; Jurisdiction 86 Section 9.12 Assignment 86 Section 9.13 Enforcement; Remedies; Specific Performance 87 Section 9.14 Guaranty 87 SCHEDULE 1.1 Company Knowledge Persons SCHEDULE 1.2 Parent Knowledge Persons SCHEDULE 1.3 Specified Antitrust Authorities SCHEDULE 3.5(b) Form of IIA Undertaking SCHEDULE 5.1 Conduct of Business by the Company Pending the Closing SCHEDULE 5.3 Company Special Meeting SCHEDULE 6.2(g) Antitrust Remedies EXHIBIT A Form of Voting Agreement This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated March 10, 2019, is by and among NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation (“Guarantor”), and Mellanox Technologies, Ltd, a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
Sample 1

Related to CONDITIONS TO CONSUMMATION OF THE MERGER 62

  • CONDITIONS TO CONSUMMATION OF THE MERGER 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • CONDITIONS TO CONSUMMATION OF MERGER 35 5.1 Conditions to Each Party's Obligations........................................................ 35 5.2 Conditions to Obligations of the Parent and the Acquisition Subsidiary........................ 36 5.3 Conditions to Obligations of the Company...................................................... 37

  • CONDITIONS TO CONSUMMATION SECTION 6.1. Conditions to All Parties' Obligations. The respective obligations of Parent and the Company to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent in accordance with their respective articles of incorporation and applicable law. (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (g) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transaction contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the representations and warranties of the Company contained in this Plan shall have been true on the date hereof and shall be true in all material respects on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect. (b) Parent shall have received a written opinion, dated the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code.

  • Consummation of the Merger (a) Subject to the terms and conditions of this Agreement, each of the Parent Entities, on the one hand, and the Partnership Entities, on the other hand, will cooperate with the other and use (and will cause their respective Subsidiaries to use) its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the ATLS Merger, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Merger and the ATLS Merger, and (iii) obtain all necessary consents, approvals or waivers from third parties. For purposes of this Agreement, “Antitrust Laws” means the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Antitrust Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition. (b) In furtherance and not in limitation of the foregoing, each Party hereto agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger as promptly as practicable and in any event within ten (10) Business Days after the date of this Agreement, (ii) to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act or any other Antitrust Law, including substantial compliance with any “second request” for additional information or documentary material under the HSR Act as promptly as reasonably practicable, and (iii) take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 7.1 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event no later than the Outside Date). (c) Notwithstanding anything to the contrary set forth in this Agreement, each of the Parent Entities, TRGP and the Partnership agrees to take, and to cause its respective Subsidiaries to take, any and all steps and to make, and cause to be made, any and all undertakings necessary to resolve such objections, if any, that a Governmental Authority may assert under any Antitrust Law with respect to the transactions contemplated by this Agreement (including the Transactions), and to avoid or eliminate each and every impediment under the Antitrust Laws that may be asserted by any Governmental Authority with respect to such transactions so as to enable the Closing to occur as promptly as practicable, and in any event no later than the Outside Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of any Party or any of its Subsidiaries, (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of any Party or its Subsidiaries and (z) otherwise taking or committing to take any action that after the Closing would limit Parent or its Subsidiaries’ TRGP or its Subsidiaries’ or the Partnership or its Subsidiaries’, as applicable, freedom of action with respect to, or their ability to retain or hold, one or more of their or their Subsidiaries’ (including ATLS’, the Partnership’s or their Subsidiaries’) businesses, assets, equity interests, product lines or properties, in each case as may be required in order to obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations or to avoid the commencement of any action to prohibit the transactions contemplated by this Agreement or, in the alternative, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the transactions contemplated by this Agreement or delay the Closing beyond the Outside Date (each, a “Divestiture Action”); provided that none of Parent and its Subsidiaries, TRGP and its Subsidiaries or the Partnership and its Subsidiaries shall be required to take any action, or commit to take any action, or agree to any condition or limitation, in connection with the foregoing that would reasonably be expected to (i) in the case of assets, properties or business of Parent or its Subsidiaries, materially and adversely impact the business or operations of Parent and its Subsidiaries (as measured prior to the Effective Time) within any specific oil and natural gas producing basin or in any distinctive market area if outside of an oil and natural gas producing basin or (ii) in the case of assets, properties or business of the Partnership or its Subsidiaries, materially and adversely impact the business or operations of the Partnership and its Subsidiaries (as measured prior to the Effective Time) within any specific oil and natural gas producing basin or in any distinctive market area if outside of an oil and natural gas producing basin; and provided, further, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Closing or satisfaction or waiver of all of the conditions to Closing in a case where the Closing will occur immediately following such Divestiture Action. (d) Each of the Parties hereto will use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Merger, including any proceeding initiated by a private Person, (ii) promptly inform the Other Parties of (and supply to the Other Parties) any communication received by such Party from, or given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in each case regarding the Merger, (iii) permit the Other Parties to review in advance and incorporate the Other Parties’ reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining any clearances required under any Antitrust Law in connection with the transactions contemplated hereby and (iv) consult with the Other Parties in advance of any meeting or teleconference with any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and, to the extent not prohibited by the Governmental Authority or other Person, give the Other Parties the opportunity to attend and participate in such meetings and teleconferences. Subject to Section 7.4(b), the Parties will take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.1 in a manner so as to preserve the applicable privilege. Notwithstanding anything to the contrary set forth in this Agreement, TRGP shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws, subject to the good faith consultations with ATLS and the Partnership and the inclusion of ATLS and the Partnership at meetings with any Governmental Authority with respect to any discussion related to the Merger under the Antitrust Laws.

  • CONDITIONS TO THE MERGER 42 6.1 Conditions to Obligations of Each Party to Effect the Merger................................ 42 6.2 Additional Conditions to Obligations of Company............................................. 43 6.3 Additional Conditions to the Obligations of Parent and Merger Sub........................... 44

  • Conditions to the Mergers 36 Termination of the Mergers and the Merger Agreement..................... 37

  • CONDITIONS TO MERGER Section 7.01 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 Closing Date of the following conditions:

  • Conditions Precedent to Obligations to Consummate 9.1 Conditions to Obligations of Each Party. The respective obligations of each Party to perform this Agreement and to consummate the Merger are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6 of this Agreement:

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Conditions to Consent If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

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