Conditions to Mergers Sample Clauses

Conditions to Mergers. SECTION 8.1 - Conditions to Obligations of Each Party to ------------------------------------------ Effect the Mergers. The respective obligations of each Party to effect the ------------------ Mergers shall be subject to the following conditions:
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Conditions to Mergers. 54 7.1 Conditions to Each Party’s Obligation To Effect the Mergers. 54 7.2 Additional Conditions to Obligations of Parent. 55 7.3 Additional Conditions to Obligations of the Company Parties. 56 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 57 8.1 Termination. 57 8.2 Effect of Termination. 58 8.3 General Fees and Expenses. 59 8.4 Certain Fees and Expenses. 59 8.5 Amendment. 60 8.6 Extension; Waiver. 60 ARTICLE IX MISCELLANEOUS 60 9.1 Nonsurvival of Representations and Warranties. 60 9.2 Notices. 61 9.3 Entire Agreement. 62 9.4 No Third Party Beneficiaries. 62 9.5 Assignment. 62 9.6 Severability. 62 9.7 Counterparts and Signature. 63 9.8 Interpretation. 63 9.9 Governing Law. 63 9.10 Failure or Indulgence Not Waiver; Remedies Cumulative. 64 9.11 Remedies. 64 9.12 Submission to Jurisdiction. 64 9.13 Waiver of Jury Trial. 64 Exhibit A Form of Voting Agreement Exhibit B Form of Amended Company Articles of Incorporation Exhibit C Merger Sub Articles Supplementary Exhibit D Form of Tax Opinion and Representation Letter TABLE OF DEFINED TERMS Terms Cross Reference in Agreement Acquisition Proposal Section 6.1(a)(i) Action Section 3.13 Affiliate Section 1.6 Agreement Preamble Amended Company Articles of Incorporation Section 1.9 Articles of Merger Section 1.1(b) Break-Up Expenses Section 8.4 Break-Up Fee Section 8.4 Bridge Financing Section 5.1(e) Buyer Parties Recitals Certificate of Merger Section 1.1(a) Certificates Section 2.4(c) Claim Section 6.8(a) Charter Documents Section 3.1(c) Closing Section 1.2 Closing Date Section 1.2 CNL General Partner Recitals CNL LP Unit Section 2.3(a) CNL Partnership Preamble CNL Partnership Agreement Section 3.2(f) Code Section 2.4(h) Company Preamble Company Articles of Incorporation Section 3.1(c) Company Board Recitals Company Bylaws Section 3.1(c) Company Capital Stock Section 2.1(b) Company Common Share Merger Consideration Section 2.1(c) Company Common Stock Section 2.1(b) Company Disclosure Schedule Article III Company Group Section 3.11(q) Company Lease Section 3.7(a) Company Leases Section 3.7(a) Company Material Adverse Effect Article III Company Meeting Section 3.3(a) Company Merger Recitals Company Merger Consideration Section 2.1(e) Company Merger Effective Time Section 1.1(b) Company Parties Preamble Company Permits Section 3.22 Company Preferred Stock Section 2.1(b) Company Properties Section 3.7(a) Terms Cross Reference in Agreement Company Property Section 3.7(a) Company Restricted Shares Section 6.7(b) Company S...
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Conditions to Mergers. ..54 SECTION 8.1 - Conditions to Obligations of Each Party to Effect the Mergers..54 SECTION 8.2 - Additional Conditions to Obligations of EXCEL..................55 SECTION 8.3 - Additional Conditions to Obligations of Telco..................57 ARTICLE IX - TERMINATION, AMENDMENT AND WAIVER................................58 SECTION 9.1 - Termination....................................................58 SECTION 9.2 - Effect of Termination..........................................60 SECTION 9.3 - Amendment......................................................61 SECTION 9.4 - Waiver ......................................................61 ARTICLE X - GENERAL PROVISIONS................................................61 SECTION 10.1 - Non-Survival of Representations, Warranties and Agreements............................................61 SECTION 10.2 - Notices ......................................................62 SECTION 10.3 - Expenses..................................................... 63 SECTION 10.4 - Certain Definitions.......................................... 63 SECTION 10.5 - Headings..................................................... 64 SECTION 10.6 - Severability................................................ 64 SECTION 10.7 - Entire Agreement; No Third-Party Beneficiaries.............. 64 SECTION 10.8 - Assignment.................................................. 65 SECTION 10.9 - Governing Law............................................... 65 SECTION 10.10 - Counterparts............................................... 65 APPENDIX I Form of Holdings Certificate of Incorporation APPENDIX II Form of Registration Rights Agreement APPENDIX III Form of Tax Certificate (EXCEL) APPENDIX IV Form of Opinion re: Regulatory Matters APPENDIX V Form of Tax Certificate (Telco)
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Conditions to Mergers. 17 Section 2.1 Conditions to All Parties’ Obligations 17 Section 2.2 Conditions to Parent’s, Merger Sub’s and Second Merger Sub’s Obligations 17 Section 2.3 Conditions to Company’s Obligations 19 Section 2.4 Waiver of Conditions 20
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Conditions to Mergers 
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Related to Conditions to Mergers

  • CONDITIONS TO MERGER Section 6.1. Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction or waiver by each party prior to the Effective Time of the following conditions:

  • CONDITIONS TO THE MERGERS 36 Termination of the Mergers and the Merger Agreement..................... 37

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • Conditions to Second Closing The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.

  • Legal Conditions to Merger Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

  • Conditions to Each Party’s Obligations to Effect the Merger The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

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