Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Extendicare Health Services Inc), Agreement and Plan of Merger (Extendicare Inc /Can/), Agreement and Plan of Merger (First Alert Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, conditions (any and or all of which may be waived by the parties hereto in writing, in whole or in part by the Company, Parent or the Purchaser, as the case may bepart, to the extent permitted by applicable law:Law):
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Montage Resources Corp), Agreement and Plan of Merger (Southwestern Energy Co), Agreement and Plan of Merger (Lilis Energy, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or, to the extent permitted by applicable law, waiver by each of Parent and the Company on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Legend Oil & Gas, Ltd.), Agreement and Plan of Merger (New Western Energy Corp), Agreement and Plan of Merger (American Sierra Gold Corp.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or written waiver by Parent and the Company, if permissible under applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Propertyguru Group LTD), Agreement and Plan of Merger (PhenomeX Inc.), Agreement and Plan of Merger (Coupa Software Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, and Merger Sub to the extent permitted by applicable lawLaw:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Barry R G Corp /Oh/), Agreement and Plan of Merger (United Technologies Corp /De/), Agreement and Plan of Merger (Goodrich Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party the Company, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Brookfield Reinsurance Ltd.), Agreement and Plan of Merger (Argo Group International Holdings, Ltd.), Agreement and Plan of Merger (Sirius International Insurance Group, Ltd.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver by Parent and the Company, if permissible under applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Galaxy Gaming, Inc.), Agreement and Plan of Merger (Soliton, Inc.), Agreement and Plan of Merger (MRV Communications Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Galoob Toys Inc), 5 Agreement and Plan of Merger (Scotsman Industries Inc), Agreement and Plan of Merger (Detection Systems Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cypress Communications Inc), Agreement and Plan of Merger (Softworks Inc), Agreement and Plan of Merger (Softworks Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, and Merger Sub to the extent permitted by applicable lawLaw, except for the condition set forth in clause (ii) of Section 7.1(b), which may be waived in whole or in part by Parent and Merger Sub:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (ICC Holdings, Inc.), Agreement and Plan of Merger (ICC Holdings, Inc.), Agreement and Plan of Merger
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Date, of the following conditions, any and or all of which may be waived in whole or in part by both Parent and the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Magnum Hunter Resources Inc), Agreement and Plan of Merger (Cimarex Energy Co), Agreement and Plan of Merger (Clayton Williams Energy Inc /De)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the CompanySeller, Parent Buyer or the PurchaserAcquisition Subsidiary, as the case may be, to the extent permitted by applicable law:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Discovery Laboratories Inc /De/), Agreement and Plan of Merger (Discovery Laboratories Inc), Agreement and Plan of Merger (Discovery Laboratories Inc /De/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date Date, of each of the following conditions, any and or all of which may be waived in writing in whole or in part by the Company, either Parent or the Purchaser, as the case may be, Company (to the extent permitted by applicable law:Law):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Miscor Group, Ltd.), Agreement and Plan of Merger (Integrated Electrical Services Inc), Agreement and Plan of Merger (Natco Group Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, conditions (any and or all of which may be waived by the parties hereto in writing, in whole or in part by the Company, Parent or the Purchaser, as the case may bepart, to the extent permitted by applicable law:):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Armatron International Inc), Agreement and Plan of Merger (Mafco Holdings Inc), Agreement and Plan of Merger (Manville Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party the Company, Parent, and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aspen Insurance Holdings LTD), Agreement and Plan of Merger (Aspen Insurance Holdings LTD), Agreement and Plan of Merger (Aspen Insurance Holdings LTD)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent Company or the PurchaserParent, as the case may be, to the extent permitted by applicable law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (National Information Consortium), Agreement and Plan of Reorganization and Merger (National Information Consortium), Agreement and Plan of Reorganization and Merger (National Information Consortium)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, conditions (any and or all of which may be waived by the parties hereto in writing, in whole or in part by the Company, Parent or the Purchaser, as the case may bepart, to the extent permitted by applicable law:Applicable Law):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tipperary Corp), Agreement and Plan of Merger (Tipperary Corp), Agreement and Plan of Merger (Santos International Holdings Pty Ltd.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, Purchaser and the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Datascope Corp), Agreement and Plan of Merger (Tb Woods Corp), Agreement and Plan of Merger (Altra Holdings, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Parent, Merger Sub and the Company to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under Applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spark Networks SE), Agreement and Plan of Merger
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to before the Closing Date of each of the following conditions, any unless waived (if such waiver is permitted and all of which may be waived in whole or in part effective under applicable Law) by both the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable lawCompany and Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Markel Corp), Agreement and Plan of Merger (ALTERRA CAPITAL HOLDINGS LTD)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date Date, of each of the following conditions, any and or all of which may be waived in whole or in part by both Parent and the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cal Dive International Inc), Agreement and Plan of Merger (Remington Oil & Gas Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to this Agreement to effect the Merger shall be is subject to the satisfaction on or prior to before the Closing Date of each of the following conditions, any unless waived, if permissible under Law, in writing by each of Parent and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inteliquent, Inc.), Agreement and Plan of Merger
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger and to consummate the other Transactions shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver (in writing) by RMRM and TRMT, on or prior to the Closing Date Date, of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tremont Mortgage Trust), Agreement and Plan of Merger (RMR Mortgage Trust)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each Date, of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may bemay, to the extent permitted by applicable law:Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patriot National Bancorp Inc), Agreement and Plan of Merger (Bankwell Financial Group, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Parent, Merger Sub and the Company to effect consummate the Merger shall be subject to the satisfaction or waiver (to the extent permitted by applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brigham Exploration Co), Agreement and Plan of Merger (Statoil Asa)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party Party to effect the Merger shall be is subject to the satisfaction on at or prior to the Closing Date of each of the following conditions, any and or all of which may be waived in whole or in part by written consent executed by Parent and the Company, Parent or the Purchaser, as the case may be, Company to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medical Action Industries Inc), Agreement and Plan of Merger (Owens & Minor Inc/Va/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, any and all of which may conditions (provided that the conditions in Section 7.01(a) cannot be waived in whole or in part by any Person including the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable law:in any circumstances):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Homefed Corp), Agreement and Plan of Merger (Jefferies Financial Group Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or (to the extent permitted by Law) waiver by Parent and the Company (other than the conditions set forth in Section 6.01(a) which may not be waived by either Parent or the Company) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xerox Corp), Agreement and Plan of Merger (Affiliated Computer Services Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be and the other transactions contemplated herein is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, any and or all of which may be waived waived, in whole or in part by the Company, Parent or the Purchaser, as the case may beparties hereto, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (La Quinta Inns Inc), Agreement and Plan of Merger (Meditrust Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party the Company, Parent and Merger Sub to effect the Merger shall will be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Coal Group, Inc.), Agreement and Plan of Merger (Arch Coal Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, Company and Acquiror to the extent permitted by applicable lawLaw:
Appears in 2 contracts
Samples: Transaction Agreement (Chicago Bridge & Iron Co N V), Transaction Agreement (Shaw Group Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger and to consummate the other transactions contemplated hereby shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver (in writing) by Parent and the Company, on or prior to the Closing Date Date, of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diversified Healthcare Trust), Agreement and Plan of Merger (Office Properties Income Trust)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party hereto to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, and Merger Sub to the extent permitted by applicable lawLaw:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Goodman Networks Inc), Agreement and Plan of Merger (Multiband Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the CompanyCompany (provided the Special Committee consents to such waiver), Parent or the PurchaserSub, as the case may be, to the extent permitted by applicable lawLegal Requirements:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foamex Capital Corp), Agreement and Plan of Merger (Trace International Holdings Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party the parties hereto to effect consummate the Merger shall be are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in writing in whole or in part by the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meade Instruments Corp), Agreement and Plan of Merger (Meade Instruments Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part jointly by the Company, Company and Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Communications Central Inc), Agreement and Plan of Merger (Phonetel Technologies Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, the Purchaser, or the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (Brite Voice Systems Inc), Acquisition Agreement and Plan of Merger (Intervoice Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Morgans Foods Inc), Agreement and Plan of Merger (EF Johnson Technologies, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, Purchaser and the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Temple Inland Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to before the Closing Date of each of the following conditions, conditions (any and all of which may be waived by the parties hereto in writing, in whole or in part by the Company, Parent or the Purchaser, as the case may bepart, to the extent permitted by applicable law:):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Iii Exploration Co), Agreement and Plan of Merger (Petroglyph Energy Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to close the transactions contemplated by this Agreement and to effect the Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date Date, of each of the following conditions, any and or all of which may be waived in writing in whole or in part only by both the Company, Parent Target and the Buyer at or prior to the Purchaser, as the case may be, Closing (to the extent permitted by applicable law:Law):
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Date, of the following conditions, any and or all of which may be waived in whole or in part by the Company, Parent Party whose obligation to close the transactions contemplated by this Agreement is subject to such condition or the Purchaser, as the case may be, to the extent permitted by applicable lawconditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Chell Group Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be Mergers and to effect the other transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may beor, to the extent permitted by applicable lawLaw, waiver at or prior to the Company Merger Effective Time of each of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Parent, Merger Sub and the Company to effect the Merger shall be subject to the satisfaction (or waiver if permissible under Applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allscripts Healthcare Solutions, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by each of the Company and Parent, to the extent not prohibited under applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inventure Foods, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date Date, of each of the following conditions, any and or all of which may be waived in writing in whole or in part only by the Company, Parent or the Purchaser, as the case may be, both Precision and Grey Wolf (to the extent permitted by applicable law:Applicable Law):
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party hereto to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver by Parent and the Company, if permissible under applicable Laws) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, conditions (any and or all of which may be waived by the parties hereto in writing as provided in Section 8.2(b), in whole or in part by the Company, Parent or the Purchaser, as the case may bepart, to the extent permitted by applicable law:Law):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smithway Motor Xpress Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Parent, Merger Sub and the Company to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part writing by the Company, Company and Parent or the Purchaser, as the case may be(on its own behalf and on behalf of Merger Sub), to the extent permitted by applicable law:Law.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent Acquiror or the PurchaserAcquisition Subsidiary, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Home Health Corp of America Inc \Pa\)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver by Parent and the Company, if permissible under applicable Legal Requirements) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date Effective Time of each of the following conditionsconditions (the "General Conditions", and together with each Company Condition and Purchaser Condition, the "Conditions"), any and all of which may be waived waived, in whole or in part writing, by the Company, Parent or the Purchaser, as the case may be, and Purchaser to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cypress Communications Holding Co Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaserand Merger Sub, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lamson & Sessions Co)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obliga- tion of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Andrews Group Inc /De/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in writing in whole or in part by the Parent Entities and the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wireless Telecom Group Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived waived, in whole or in part writing, by mutual agreement of Parent and the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (DARA BioSciences, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the CompanyREFAC, Parent HFID or the PurchaserPrincipal Stockholders, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Refac Technology Development Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in writing in whole or in part by the Company, Parent or the Purchaser, as the case may beTyler Entities and NIC, to the extent permitted by applicable lawLaw:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law, by Parent and the Company) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
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Samples: Agreement and Plan of Merger (True Religion Apparel Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party hereto to effect the Merger shall be subject to the satisfaction or, if permitted by applicable Law, waiver by Parent and the Company on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
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Samples: Agreement and Plan of Merger (Soundbite Communications Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or (to the extent permitted by Law) waiver by Parent and the Company on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:: 57
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Samples: Agreement and Plan of Merger (Premium Standard Farms, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date Date, of each of the following conditions, any and or all of which may be waived in writing in whole or in part only by the Company, Parent or the Purchaser, as the case may be, both KeyOn and Internet America (to the extent permitted by applicable law:Applicable Law):
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Samples: Agreement and Plan of Merger (KeyOn Communications Holdings Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable law:
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Samples: Iii Agreement and Plan of Merger (Valueclick Inc/Ca)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect and consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bridgeport Machines Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent Company or the Purchaser, as the case may be, to the extent permitted by applicable law:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by the Company and Parent, to the extent permissible under applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Parent, Merger Sub and Company to effect the Merger shall be subject to the satisfaction or (except with respect to the Unaffiliated Stockholder Approval required under Section 6.1(a) and otherwise only if permissible under applicable Law) waiver on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Assisted Living Concepts Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger and the other transactions to be effected at the Closing as contemplated by this Agreement shall be subject to the satisfaction on fulfillment (or waiver in writing by Parent and Company) at or prior to and as of the Closing Date of each Effective Time of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Parent, Merger Sub and the Company to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part writing by the Company, Company and Parent or the Purchaser, as the case may be(on its own behalf and on behalf of Merger Sub), to the extent permitted by applicable lawLaw:
Appears in 1 contract
Samples: Agreement and Plan of Merger (ReWalk Robotics Ltd.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date Date, of each of the following conditions, any and or all of which may be waived in writing in whole or in part by both Parent and the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Todco)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, the Parent or and the Purchaser, as the case may be, Merging Sub to the extent permitted by applicable lawLaw:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver by Parent, Merger Sub and the Company, if permissible under applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Retail Group Inc/De)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party Party to effect the Merger shall be is subject to the satisfaction or, to the extent permitted by applicable law, waiver by each of Parent and the Company on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Limelight Media Group Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger and the other transactions to be effected at the Closing as contemplated by this Agreement shall be subject to the satisfaction on fulfillment (or waiver in writing by Parent and the Company) at or prior to and as of the Closing Date of each Effective Time of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The ---------------------------------------------------------- respective obligation of each party to effect the Merger shall be and the other transactions contemplated herein is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, any and or all of which may be waived waived, in whole or in part by the Company, Parent or the Purchaser, as the case may beparties hereto, to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Patriot American Hospitality Operating Co\de)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party the Company, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver by the parties, to the extent such waiver is permissible under applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party Party to effect the Merger shall be is subject to the satisfaction on or waiver by all (but only all) of the Company, Parent and Merger Sub of each of the following conditions at or prior to the Closing Date of each of Date; provided, that the following conditions, any and all of which condition set forth in Section 6.01(b) may not be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable lawwaived:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amtrust Financial Services, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:: (a) Company Shareholder Approval. The Company Shareholder Approval shall have been obtained. 18
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger and to consummate the other Transactions shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver (in writing) by Parent (on behalf of itself and Merger Sub) and the Company, on or prior to the Closing Date Date, of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by each of the Company and Acquiror, to the extent not prohibited under applicable Law) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
