Conditions to Obligation of Parent and Merger Sub. The respective obligation of Parent and Merger Sub to consummate 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 Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Closing are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by the Special Committee of Parent, on behalf of Parent and Merger Sub) of the following further conditions:
(a) Thermo shall have performed, or caused to be performed, in all material respects, all of its obligations hereunder required to be performed by it prior to the Closing Date.
(b) All third-party consents set forth in Section 7.02(b) of the Company Disclosure Schedule shall have been obtained in form and substance reasonably satisfactory to Parent, and shall remain in full force and effect as of the Effective Time.
(c) Other than the Fundamental Representations made by Thermo, the representations and warranties of Thermo contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or an Acquired Companies Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or an Acquired Companies Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specific date in all respects). The Fundamental Representations of Thermo shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
(d) Since the date of this Agreement, there shall not have occurred an Acquired Companies Material Adverse Effect.
(e) Parent and Merger Sub shall have received a certificate duly executed by an executive officer of Thermo certifying as to the satisfaction of the conditions set forth in Section 7.02(a), 7.02(c) and 7.02(d).
(f) Parent shall have received from Thermo a certificate that it is not a U.S. Real Property Holding Company for purposes of Section 897 of the Code.
(g) As and to the extent requested by Parent, Thermo shall have delivered to Parent, or caused the Company or Xxxxxxxxx LLC to deliver ...
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions as of the Closing:
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Sale Transaction shall be subject to the fulfillment at the Closing Date of the following additional conditions, any one or more of which may be waived by Parent and Merger Sub:
(a) The Company shall have performed in all material respects the covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date;
(b) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties expressly stated to relate to a specific date, in which case the failure of such representations and warranties to be true and correct in all material respects as of such earlier date); For purposes of SECTION 9.2(B):
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the transactions to be performed by each in connection with the Closing is subject to satisfaction of the following conditions, any or all of which Parent or Merger Sub may waive if it executes a writing so stating at or prior to the Closing.
(a) This Agreement and the Merger shall have received the Requisite Stockholder Approval of Company;
(b) the representations and warranties set forth in Article VII above shall be true and correct in all material respects at and as of the Closing Date;
(c) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(d) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; or, (iii) affect adversely the right of the Surviving Corporation to own the former assets and to operate the former businesses of Merger Sub (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(e) this Agreement and the Merger shall have received the Requisite Stockholder Approval of Merger Sub; and
(f) all actions to be taken by Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Parent and Merger Sub.
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is further subject to satisfaction or waiver of the following conditions:
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions:
(i) the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the date hereof and the Closing Date;
(ii) the Company shall have performed and complied with all of its agreements and covenants hereunder through the Closing Date;
(iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect in any material adverse way the right of Parent to own, operate, or control the Company Common Stock or the Company (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(iv) The Company shall have delivered to Parent a certificate to the effect that each of the conditions specified in Sections 8(a)(i) and (ii) is satisfied in all material respects;
(v) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated;
(vi) the parties shall have received all required authorizations, consents and approvals of governments and governmental agencies;
(vii) Parent and the Company shall have received from each of the Shareholders executed copies of the Employment Agreements;
(viii) Parent shall have received from the Shareholders executed copies of the Registration Rights Agreement;
(ix) The Company shall have obtained all authorizations, consents and approvals required to be obtained under the Illinois Act including, without limitation, approval of the Shareholders of the Merger and no shareholder shall have perfected appraisal rights;
(x) The shares of Parent Common Stock that will be issued in the Merger shall have been approved for listing on the Nasdaq;
(xi) Parent shall have received from counsel to the Company an opinion with respect to the matters usual and customary for transactions of this nature, addressed to Parent and dated as of the Closing Date;
(xii) Except as set forth on the Disclosure Sc...
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following additional conditions:
(a) the representations and warranties of the Company and the Company Stockholders contained in this Agreement, regardless of whether such representations or warranties arise under Articles II or III hereof or pursuant to another provision of this Agreement, shall be true and correct in all material respects, except that representations and warranties qualified by materiality or "Company Material Adverse Effect" shall be true in all respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, and those not qualified by materiality or Company Material Adverse Effect shall be true in all respects, on and as of such earlier date);
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Closing is subject to satisfaction (or waiver by Parent in writing in its sole discretion) of the following conditions as of the time of Closing:
(a) (i) (A) each of the representations and warranties of the Company set forth in Article VII (other than the Company Fundamental Representations) shall be true and correct when made and as of the Closing Date (except for any such representations and warranties made as of a specified date, which representations and warranties shall be true and correct as of such specified date), except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided that for purposes of determining whether the condition set forth in clause (A) has been satisfied, all “Material Adverse Effect,” materiality, material and similar qualifiers contained in the representations and warranties set forth in Article VII (other than the Company Fundamental Representations) shall be disregarded for all purposes and (B) the Company Fundamental Representations shall be true and correct in all material respects when made and as of the Closing Date; provided that Company Fundamental Representations that are qualified by material, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct in all respects, in each case except for any such representations and warranties made as of a specified date, which shall be true and correct as of such specified date;
