CONDITIONS TO OBLIGATION OF PARENT AND ACQUIRING SUB Sample Clauses

CONDITIONS TO OBLIGATION OF PARENT AND ACQUIRING SUB. CONDITIONS TO THE OBLIGATIONS OF FOUR CORNERS AND SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Sample 1
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CONDITIONS TO OBLIGATION OF PARENT AND ACQUIRING SUB. The following are conditions to the obligations of the Parent and Acquiring Sub to close the Transactions: (a) The truth of the representations and warranties of Four Corners and the Shareholders contained in this Agreement; (b) The full performance of all obligations of each of Four Corners and the Shareholders contained in this Agreement;
Sample 1
CONDITIONS TO OBLIGATION OF PARENT AND ACQUIRING SUB. CONDITIONS TO THE OBLIGATION OF DATACOMM, MIDWEST AND SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Sample 1
CONDITIONS TO OBLIGATION OF PARENT AND ACQUIRING SUB. The following are conditions to the obligations of the Parent and Acquiring Subs to close the Transactions: (a) The continued accuracy of the representations and warranties of the Companies and the Shareholders contained in this Agreement; (b) The full performance in all material respects of all obligations of each of the Companies and the Shareholders contained in this Agreement; (c) Parent's receipt of the opinion of Berick, Xxxxxxxx & Xxxxx, counsel for the Companies, dated on the Closing Date, in the form reasonably agreed to by counsel for Parent; (d) Parent's receipt of the employment and non-competition agreement of Good, in a form reasonably agreed to by and between the Parent and Good; and (e) The absence of any injunction, court decree or similar ruling which prohibits the consummation of the Transactions.
Sample 1
CONDITIONS TO OBLIGATION OF PARENT AND ACQUIRING SUB. The following are conditions to the obligations of the Parent and Acquiring Sub to close the Transactions: (a) The continued material accuracy of the representations and warranties of Windward and the Shareholders contained in this Agreement; (b) The performance in all material respects of obligations of each of Windward and the Shareholders contained in this Agreement; (c) Parent's receipt of the opinion of Xxxxxx and Bird, LLP, counsel for Windward, dated on the Closing Date, in the form reasonably agreed to by counsel for Parent; and (d) Parent's receipt of advice from Price Waterhouse, Coopers LLP that the Merger qualifies as a pooling of interests transaction under APB Opinion No. 16.
Sample 1
CONDITIONS TO OBLIGATION OF PARENT AND ACQUIRING SUB. The following are conditions to the obligations of the Parent and Acquiring Sub to close the Transactions: (a) The accuracy of the representations and warranties of Techline and the Shareholders contained in this Agreement; (b) The full performance of all obligations of each of Techline and the Shareholders contained in this Agreement; (c) Parent's receipt of the opinion of Allen, Matkins, Xxxx, Xxxxxx & Xxxxxxx, LLP, counsel for Techline, dated on the Closing Date, in the form reasonably agreed to by counsel for Parent. (d) Parent's receipt of the employment and non-competition agreements of the Shareholders, in a form reasonably agreed to by and among the Parent and Shareholders; and (e) Parent's receipt of advice from Coopers & Xxxxxxx LLP that the Merger qualifies as a pooling of interests transaction under APB Opinion No. 16.
Sample 1

Related to CONDITIONS TO OBLIGATION OF PARENT AND ACQUIRING SUB

  • 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:

  • 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 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 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 PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each 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 the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Additional Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the following conditions:

  • Additional Conditions to Obligations of Company The obligation of Company 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 Company:

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