CONDITIONS TO OBLIGATION OF MERGE Sample Clauses

CONDITIONS TO OBLIGATION OF MERGE. The obligation of Merge and Acquisition Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction, or waiver, in Merge’s sole discretion, at or prior to Closing, of each of the following conditions: (a) There being no material adverse change in the Company’s business, operations or prospects. (b) There being no uncovered material adjustments in the Company’s 2003 financial performance (revenues and net income) or the Company’s year to date 2004. (c) There being no uncovered material changes in the Company’s balance sheet between the date hereof and the Closing Date, including but not limited to Accounts Receivable collections, increases in debt other than debt to finance working capital needs, and the like. (d) The Company obtaining all required consents to change in control of the Company and assignment as it relates to all client, product, licensing, service and asset Contracts of the Company as set forth on SCHEDULE 3.3. (e) Merge securing employment agreements with those employees of the Company set forth on the schedule previously delivered by Merge to the Company at a compensation level consistent with similarly situated employees of Merge. (f) Merge shall have satisfied itself that all employees of the Company have executed confidentiality and employee invention agreements in form satisfactory to Merge consistent with Merge’s current form of agreement. (g) At the Closing, the Principal Shareholder or the Company, as the case may be, shall deliver to Merge the following agreements, instruments or documents (collectively the “Closing Documents”): (1) Certified Articles and Bylaws. (2) Certificate of Chief Executive Officer of the Company as to representations and warranties. (3) Certificate of the Principal Shareholder as to representations and warranties. (4) Certificate of Merger for filing in Nevada. (5) Good Standing Certificates from the Secretaries of State of Nevada and California. (6) A consent from the Company’s independent accountants to include the Company’s financial statements with any and all filing by Merge after the Closing. (7) The Consulting Agreement with Principal Shareholder. (8) Certified resolutions of the Board of Directors and the Shareholders of the Company, approving the merger and other transactions contemplated herein. (9) a certificate executed by the Company and the Principal Shareholder, dated as of the Closing Date, to the effect that each of the conditions speci...
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CONDITIONS TO OBLIGATION OF MERGE. 46 7.2 CONDITIONS TO OBLIGATION OF THE COMPANY AND ITS SHAREHOLDERS..49
Sample 1

Related to CONDITIONS TO OBLIGATION OF MERGE

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date 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:

  • CONDITIONS TO MERGER Section 7.01 Conditions to Each Party's Obligation To Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions:

  • Conditions 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:

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