Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditions:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (GT Solar International, Inc.), Agreement and Plan of Merger (BNS Holding, Inc.), Agreement and Plan of Merger (Nortek Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement Party to consummate and effect the Merger shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 7 contracts
Samples: Iv Acquisition Agreement (Fargo Electronics Inc), Iv Acquisition Agreement (Fargo Electronics Inc), Iv Acquisition Agreement (Fargo Electronics Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be of the parties hereto to consummate the Merger is subject to the satisfaction at or 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:
Appears in 6 contracts
Samples: Bank Merger Agreement (FNB Bancorp/Ca/), Bank Merger Agreement (Trico Bancshares /), Shareholder Agreement (Heritage Oaks Bancorp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be of the parties hereto to consummate the Merger is subject to the satisfaction fulfillment or, to the extent permitted by applicable law, written waiver by the parties hereto at or prior to the Closing of each of the following conditions:
Appears in 5 contracts
Samples: Shareholder Agreement (Community Financial Corp /Md/), Shareholder Agreement (Shore Bancshares Inc), Agreement and Plan of Merger (Severn Bancorp Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be to effect the Merger is subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived jointly by the parties hereto, in whole or in part, to the extent permitted by applicable law:
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Huntsman CORP), Agreement and Plan of Merger (Hexion Specialty Chemicals, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party to effect the Merger is subject to the satisfaction at the Closing or waiver, in whole or in part (to the extent permitted by applicable Law), at or prior to the Closing of each of the following conditions:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Keane Group, Inc.), Agreement and Plan of Merger (C&J Energy Services, Inc.), Agreement and Plan of Merger (Versum Materials, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to effect the Merger shall be subject to the satisfaction at on or prior to the Closing Date of each of the following conditions:conditions (any of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable law):
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Knoll Inc), Agreement and Plan of Merger (McElhattan Kent D), Agreement and Plan of Merger (General Bearing Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under to effect the Merger and consummate the other transactions contemplated by this Agreement shall to be consummated on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing Effective Time of each of the following conditions; provided, however, that a party may not assert that it is not obligated to effect the Merger and consummate the other transactions contemplated by this Agreement based on a failure to fulfill the conditions listed in this Section 6.1 if such failure is caused primarily by the actions or omissions of such party or its affiliates:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Meristar Hotels & Resorts Inc), Agreement and Plan of Merger (American Skiing Co /Me), Agreement and Plan of Merger (Meristar Hotels & Resorts Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to effect the Mergers shall be subject to the satisfaction at or prior to the Closing of each of the following conditions:conditions (which may be waived in whole or in part by such party):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (COURIER Corp), Agreement and Plan of Merger (Quad/Graphics, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be hereto to effect the Merger is subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Closing of each of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Marlin Business Services Corp), Agreement and Plan of Merger (Sparton Corp), Agreement and Plan of Merger (Scana Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The ---------------------------------------------------------- respective obligations obligation of each party under this Agreement to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part by the parties hereto, to the extent permitted by applicable law:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bay Meadows Operating Co), Agreement and Plan of Merger (Monroe James L), Agreement and Plan of Merger (Patriot American Hospitality Operating Co\de)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be of the parties hereto to consummate the Merger is subject to the satisfaction at or 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:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Southern California Bancorp \ CA), Agreement and Plan of Merger and Reorganization (California BanCorp), Agreement and Plan of Merger and Reorganization (Southern California Bancorp \ CA)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement shall Party to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.), Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.), Agreement and Plan of Merger And (Skinvisible Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be hereto to effect the Merger is subject to the satisfaction or, to the extent permitted by applicable law, written waiver by the parties hereto at or prior to the Closing Effective Time each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First Place Financial Corp /De/), Agreement and Plan of Merger (First Place Financial Corp /De/), Agreement and Plan of Merger (Franklin Bancorp Inc Mi)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or waiver (to the extent permitted by applicable Law) prior to or at the Closing of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BFC Financial Corp), Agreement and Plan of Merger (Bluegreen Corp), Agreement and Plan of Merger (Bluegreen Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party to effect the Merger is subject to the satisfaction or waiver (except with respect to Section 7.1(a), which shall not be waivable) at or prior to the Closing of each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (AgroFresh Solutions, Inc.), Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Cornerstone Building Brands, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.), Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Centennial Communications Corp /De)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under to this Agreement shall be to effect the Merger is subject to the satisfaction at (or waiver, if permissible under applicable Law) on or prior to the Closing of each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vidler Water Resources, Inc.), Agreement and Plan of Merger (Pfsweb Inc), Agreement and Plan of Merger (Iec Electronics Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to consummate the Merger shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided of the following conditionsexpress conditions precedent, each of which may be waived in whole or in part by the Company, Parent or Acquisition, as the case may be, to the extent permitted by Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hoovers Inc), Agreement and Plan of Merger (Supervalu Inc), Agreement and Plan of Merger (Richfood Holdings Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be to effect the Merger is subject to the satisfaction or waiver (to the extent permitted by applicable Law and other than the conditions set forth in Section 7.1(a) which may not be waived by any party) at or prior to the Closing Effective Time of each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Home Depot, Inc.), Agreement and Plan of Merger (HD Supply Holdings, Inc.), Agreement and Plan of Merger (Rue21, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be to consummate the Merger is subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived jointly by the parties hereto, in whole or in part, to the extent permitted by applicable Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Energy XXI Gulf Coast, Inc.), Agreement and Plan of Merger (Epl Oil & Gas, Inc.), Agreement and Plan of Merger (Energy Xxi (Bermuda) LTD)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver at or prior to the Closing of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sealy Corp), Agreement and Plan of Merger (Tempur Pedic International Inc), Agreement and Plan of Merger (HUGHES Telematics, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party hereto to effect the Merger is subject to the satisfaction or, to the extent permitted by applicable law, written waiver by the Parties hereto at or prior to the Closing Effective Time each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First Place Financial Corp /De/), Agreement and Plan of Merger (Camco Financial Corp), Agreement and Plan of Merger (OC Financial Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement shall be Party to consummate the Transactions is subject to the satisfaction (or waiver by such Party, if permissible under applicable Law) at or prior to the Closing of the following conditions:
Appears in 3 contracts
Samples: Registration Rights Agreement (GX Acquisition Corp. II), Transaction Agreement (Bespoke Capital Acquisition Corp), Business Combination Agreement (Niocorp Developments LTD)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction at or prior to the Closing Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tuboscope Vetco International Corp), Agreement and Plan of Merger (SCF Iii Lp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to consummate the Merger shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided of the following conditionsexpress conditions precedent, each of which may be waived in whole or in part by the Company, Parent or Acquisition, as the case may be, to the extent permitted by law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ivex Packaging Corp /De/), Agreement and Plan of Merger (Ivex Packaging Corp /De/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be to effect the Merger is subject to the satisfaction or waiver (where permissible pursuant to applicable law) at or prior to the Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spectrum Pharmaceuticals Inc), Agreement and Plan of Merger (Infrastructure & Energy Alternatives, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to consummate the Merger shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided of the following conditionsexpress conditions precedent, each of which may be waived in whole or in part by DIMON or the Company, as the case may be, to the extent permitted by Law:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Dimon Inc), Agreement and Plan of Reorganization (Standard Commercial Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be to effect the Merger is subject to the satisfaction at or prior to the Closing of the following conditions, any and all of which may be waived in whole or in part by Penny and Navy to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nabors Industries LTD), Separation Agreement (C&J Energy Services, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party to effect the Merger is subject to the satisfaction at on or prior to the Closing Date of each of the following conditions:conditions (any of which may be waived by the Parties in writing, in whole or in part, to the extent permitted by applicable Law):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearwire Corp /DE), Agreement and Plan of Merger (Sprint Nextel Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be of the parties hereto to consummate the Merger is subject to the satisfaction at or 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 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions:):
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Eagle Bancorp Inc), Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction at on or prior to the Closing Date of the following conditions:conditions (provided that no party may invoke the failure or nonsatisfaction of either such condition if the failure of such party (or any Affiliate of such party) to fulfill any obligation under this Agreement has been a principal cause of or resulted in the failure or nonsatisfaction of such condition):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Houghton Mifflin Harcourt Co), Agreement and Plan of Merger (Regal Entertainment Group)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to or at the Closing of the following conditions, each of which may only be waived in writing in whole or in part by mutual agreement of all of the parties, to the extent permitted by Law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Levitt Corp), Agreement and Plan of Merger (Woodbridge Holdings Corp (Formerly Levitt Corp))
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing of each of the following conditions:conditions (which, to the extent permitted by this Agreement and Applicable Law, may be waived in whole or in part by such party):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lojack Corp), Agreement and Plan of Merger (CalAmp Corp.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mimvi, Inc.), Agreement and Plan of Merger (Aemetis, Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under to this Agreement to effect the Merger shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) of each of the following conditions at or prior to the Closing of the following conditionsClosing:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alimera Sciences Inc), Agreement and Plan of Merger (Ani Pharmaceuticals Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Effective Time of the following conditions, any or all of which may be waived by the parties, in whole or in part, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Horizon PCS Inc), Agreement and Plan of Merger (Ipcs Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party to effect the Merger is subject to the satisfaction at or prior to the Closing of each of the following conditions:conditions (it being understood that none of the conditions set forth in clauses (a), (b) or (c) below may be waived by any of the Parties):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NantKwest, Inc.), Agreement and Plan of Merger (Cambridge Equities, LP)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction (or written waiver, if permissible under applicable Law) at or prior to the Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.), Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under of the Parties to this Agreement shall to effect the Merger will be subject to the satisfaction at or prior to before the Closing of the following conditions, any one or more of which may be waived in writing by all of the Parties:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biosante Pharmaceuticals Inc), Agreement and Plan of Merger (Biosante Pharmaceuticals Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The Notwithstanding anything to the contrary contained herein, if the Offer is consummated, the respective obligations obligation of each party under this Agreement shall be to effect the Merger is subject to the satisfaction fulfillment, at or prior to the Closing Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Food Lion Inc), Agreement and Plan of Merger (Kash N Karry Food Stores Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction at on or prior to the Closing Date of the following conditions:conditions (provided that no party may invoke the failure or nonsatisfaction of either such condition if such party’s failure to fulfill any obligation under this Agreement has been a principal cause of or resulted in the failure or nonsatisfaction of such condition):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Demandware Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement to effect the Merger shall be subject to the satisfaction at on or prior to the Closing Date of the following conditions, except, to the extent permitted by applicable law, that such conditions may be waived in writing pursuant to Section 9.5:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consolidated Natural Gas Co), Agreement and Plan of Merger (Dominion Resources Inc /Va/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement shall be to effect the Merger are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver at or prior to the Closing of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Superclick Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Daka International Inc), Agreement and Plan of Reorganization (U Ship Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement Party to effect the Merger shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one of which may be waived by Mercantile Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercantile Bancorp, Inc.), Agreement and Plan of Merger (Mercantile Bancorp, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to effect the Merger shall be subject to the satisfaction at on or prior to the Closing Date of each of the following conditions:conditions (any of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by this Agreement and applicable Law):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minuteman International Inc), Iv Agreement and Plan of Merger (Minuteman International Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party to effect the Merger is subject to the satisfaction or, to the extent permitted by applicable Law, waiver at or prior to the Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under to this Agreement to effect the Merger shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof, to the extent permitted by applicable Law) at or prior to the Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rosetta Genomics Ltd.), Agreement and Plan of Merger (Rosetta Genomics Ltd.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under Party to this Agreement to consummate the Merger shall be subject to the satisfaction at or prior waiver (to the Closing extent permitted by Law) in writing by the Parties entitled to the benefit of such condition, as of the Closing, of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Organon & Co.), Agreement and Plan of Merger (Roivant Sciences Ltd.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under to effect the Merger and otherwise consummate the transactions contemplated by this Agreement shall be are subject to the satisfaction at satisfaction, on or prior to before the Closing Closing, of each of the following conditions, any or all of which may be waived in whole or in part to the extent permitted by applicable Laws:
Appears in 2 contracts
Samples: Agreement and Plan of Merger ('Mktg, Inc.'), Agreement and Plan of Merger (Henry Bros. Electronics, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement shall be hereto to effect the Merger is subject to the satisfaction at (or waiver solely with respect to the conditions set forth in Section 7.1(c)) on or prior to the Closing Split-Off Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sirius Xm Holdings Inc.), Agreement and Plan of Merger (Liberty Media Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under the Parties to this Agreement shall be to effect the Merger and to consummate the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by each of the Parties, at or prior to the Closing Closing, of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Industrial Property Trust Inc.), Agreement and Plan of Merger (Prologis, L.P.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party to effect the Merger is subject to the satisfaction or (to the extent permitted by Law) waiver by each of the Parties at or prior to the Closing of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KBS Strategic Opportunity REIT, Inc.), Agreement and Plan of Merger (Reven Housing REIT, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under to effect the Merger and to consummate the other transactions contemplated by this Agreement shall be at and following the Closing are subject to the satisfaction or waiver, where permissible, at or prior to the Closing Effective Time, of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Power Conversion Corporation), Agreement and Plan of Merger (Commerce Group Inc /Ma)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party to effect the Merger is subject to the satisfaction at or (to the extent permitted by Law) waiver by such Party on or prior to the Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (BHP Billiton LTD)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing of the following conditions:conditions (none of which may be waived by the parties hereto):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pixar \Ca\), Agreement and Plan of Merger (Walt Disney Co/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party to effect the Merger is subject to the satisfaction or waiver (if permissible under applicable Law) at or prior to the Closing of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keyw Holding Corp), Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be hereto to effect the Merger is subject to the satisfaction or, to the extent permitted by applicable Law, waiver at or prior to the Closing of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agiliti, Inc. \De), Agreement and Plan of Merger (Vonage Holdings Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement to effect the Merger shall be subject to the satisfaction at on or prior to the Closing Date of the following conditions, except, to the extent permitted by applicable Law, that such conditions may be waived in writing pursuant to Section 9.5 by the joint action of the parties hereto:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Constellation Energy Group Inc), Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party to effect the Merger is subject to the satisfaction or waiver (except with respect to Section 7.01(a) and Section 7.01(c), which shall not be waivable) at or prior to the Closing of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Convey Health Solutions Holdings, Inc.), Agreement and Plan of Merger (Convey Health Solutions Holdings, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction at (or prior to the Closing waiver, if permissible under applicable Law) of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CHS Inc), Agreement and Plan of Merger (Newport Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party to effect the Merger is subject to the satisfaction or (to the extent permitted by applicable Legal Requirement) waiver at or prior to the Closing of each of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under to this Agreement shall be to effect the Merger is subject to the satisfaction at (or waiver by all parties, where permissible pursuant to applicable Law) on or prior to the Closing of each of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midwest Holding Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement Party to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided of the following conditions, each of which may only be waived in writing in whole or in part by mutual agreement of all of the Parties, to the extent permitted by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Career Education Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be to effect the Merger is subject to the satisfaction (or, if permitted by applicable Law, written waiver) at or prior to the Closing of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under to this Agreement shall be to effect the Merger is subject to the satisfaction at or waiver (where permissible pursuant to applicable Law or this Agreement) on or prior to the Closing of each of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Baler Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be to consummate the Merger is subject to the satisfaction at (or waiver by the party entitled to the benefit thereof, to the extent permitted by applicable Law) on or prior to the Closing Date of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reynolds American Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing Effective Time of the following conditions:: No Law enacted, promulgated, issued, entered, amended or enforced by any Governmental Entity shall be in effect enjoining, restraining or prohibiting consummation of the Merger or making the consummation of the Merger illegal.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived jointly by the parties hereto, in whole or in part, to the extent permitted by applicable Law:
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Samples: Agreement and Plan of Merger (Image Entertainment Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing of the following conditions:conditions (unless waived in accordance with the provisions of Section 8.5 hereof):
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under to this Agreement to effect the Merger shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof to the extent permitted by applicable Law) at or prior to the Closing Effective Time of the following conditions and each party (other than Agent) agrees to use its reasonable best efforts to satisfy the following conditions:
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Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement to effect the Merger shall be subject to the satisfaction at on or prior to the Closing Date of each of the following conditions, any or all of which may be waived, in whole or in part, by any party solely with respect to its own obligations hereunder to the extent permitted by applicable law:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement Party to consummate and effect the Merger shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the written agreement of the Parties, to the extent permitted by Law:
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Samples: Agreement and Plan of Merger (Argosy Education Group Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement shall be to effect the Merger are subject to the satisfaction at or prior or, to the extent permitted by applicable Law, waiver at the Closing of each of the following conditions:
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Samples: Merger Agreement (Surmodics Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be Party to effect the Merger is subject to the satisfaction at the Closing or (to the extent permitted by applicable Law) waiver, in whole or in part, at or prior to the Closing of each of the following conditions:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction at on or prior to the Closing Date of the following conditions:conditions (provided, that no party may invoke the failure or nonsatisfaction of either such condition if the failure of such party (or any Affiliate of such party) to fulfill any obligation under this Agreement has been a principal cause of or resulted in the failure or nonsatisfaction of such condition):
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be of the parties hereto to consummate the Merger is subject to the satisfaction at or 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::
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Samples: Agreement and Plan of Merger and Reorganization (First Foundation Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction at on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):
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Samples: Agreement and Plan of Merger (Allis Chalmers Energy Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to effect the Merger shall be subject to the satisfaction at or waiver (where permissible pursuant to applicable Law) on or prior to the Closing Effective Time of each of the following conditions:conditions set forth in Section 7.1(a)-(c).
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Samples: Agreement and Plan of Merger (CAI International, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement Party to effect the Merger shall be subject to the satisfaction at on or prior to the Closing Effective Time of each of the following conditions:conditions (any or all of which may be waived by the Parties in writing, in whole or in part, to the extent permitted by applicable Law):
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement Party to effect the Merger shall be subject to the satisfaction (or waiver by the Party entitled to the benefit thereof, to the extent permitted by applicable Law) at or prior to the Closing Effective Time of the following conditions:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be to effect the Merger is subject to the satisfaction at or prior or, to the extent permitted by applicable Law, waiver at the Closing of each of the following conditions:
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Samples: Agreement and Plan of Merger (Benefytt Technologies, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be hereto to effect the Merger is subject to the satisfaction at or prior or, to the extent permitted by applicable Law, waiver as of the Closing of each of the following conditions:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be to effect the Merger is subject to the satisfaction at or, to the extent permitted by applicable law, waiver by each of Wellwood or Xxxx Xxxxx on or prior to the Closing Date of the following conditions:
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Samples: Agreement and Plan of Merger
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be to effect the Merger is subject to the satisfaction or (to the extent permitted by Law) waiver by each of the parties at or prior to the Closing of each of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest City Realty Trust, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be of the parties hereto to consummate the Merger is subject to the satisfaction at or 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 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions:):
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Samples: Agreement and Plan of Reorganization (Franklin Financial Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The ---------------------------------------------------------- respective obligations of each party under this Agreement to effect the Merger shall be subject to the satisfaction at or (or, to the extent legally permissible, waiver) prior to the Closing of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Top Tier Software Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement shall be to effect the Merger is subject to the satisfaction or, to the extent permitted by applicable Law, waiver by such party at or prior to the Closing of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Polypore International, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing of the following conditions:on or
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Samples: 8 6 Agreement and Plan of Merger (Bt Office Products International Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under the Parties to this Agreement shall be to effect the Merger are subject to the satisfaction or, to the extent permitted by Law, waiver by each of the Parties at or prior to the Closing of the following conditions:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction at (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NGL Energy Partners LP)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction or waiver (to the extent permitted by Law) in writing at or prior to the Closing of the following conditions:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction at or prior to the Closing of the following conditions:conditions (provided that, to the extent permitted by applicable law, no party may invoke the failure or nonsatisfaction of either such condition if the failure of such party (or any Affiliate of such party) to fulfill any obligation under this Agreement has been a principal cause of or resulted in the failure or nonsatisfaction of such condition):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blue Apron Holdings, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement to consummate the Merger shall be subject to the satisfaction at or prior to the Closing of each of the following conditions:conditions any of which may, to the extent permitted by applicable 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):
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Samples: Agreement and Plan of Merger (Hi Shear Technology Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under to this Agreement to effect the Merger shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Closing of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ardea Biosciences, Inc./De)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement Party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part by the parties hereto, to the extent permitted by applicable law:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement shall be to consummate the Merger are subject to the satisfaction fulfillment or, to the extent permissible under applicable law, the written waiver, which may be in whole or in part, of the other parties at or prior to the Closing of each of the following conditions:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under Party to effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver (where permissible pursuant to applicable Law) at or prior to the Closing of each of the following conditions:
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party under this Agreement hereto to effect the Merger shall be subject to the satisfaction at (or waiver, if permissible under applicable Law) on or prior to the Closing of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Maine & Maritimes Corp)
