Conditions to Obligation of Parent and the Merger Subs Sample Clauses

Conditions to Obligation of Parent and the Merger Subs. The obligation of Parent and the Merger Subs to consummate the Closing shall be subject to the satisfaction (or waiver, in whole or in part, to the extent permitted by Applicable Law, by Parent) at or prior to the Effective Time of each of the following conditions: (a) the representations and warranties of the Stockholders contained in this Agreement (in each case, disregarding all materiality qualifications therein) that (i) are not made as of a specific date shall be true and correct (A) as of the date of this Agreement and (B) as of the Closing, as though made on and as of the Closing and as modified by an updated Company Schedule delivered to Parent not less than forty-eight (48) hours prior to the Closing and reflecting no Material Adverse Effect, and (ii) are made as of a specific date shall be true and correct as of such date except, in the case of each (i) and (ii), where the failure of such representations or warranties to be true and correct, in the aggregate, does not have a Material Adverse Effect. (b) each Company shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Closing Date; (c) each Company shall have delivered to Parent a certificate, dated the Closing Date, signed by a senior officer of such Company, and certifying as to the satisfaction by such Company of the applicable conditions specified in Sections 6.2(a) and 6.2(b); (d) the Stockholders shall have delivered to Parent certificates representing all of the Shares accompanied by duly executed letters of transmittal in a form reasonably acceptable to Parent; (e) the consent to the Merger of Pantone, Inc. of the lessor under the Lease Agreement between Commerce Boulevard, LLC and Pantone, Inc. shall have been obtained; (f) the Stockholders shall have delivered to Parent, all in form reasonably satisfactory to Parent: (i) evidence of the approval of the Mergers by the board of directors and all of the stockholders of each of the Companies; (ii) a correct and complete Accounts Receivable aging schedule as of a date within seven (7) days prior to the Closing Date; (iii) a Noncompetition Agreement from Xxxxxxxx Xxxxxxx substantially in the form of Exhibit C; (iv) an Employment and Noncompetition Agreement with each of Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx in substantially the form of Exhibit D; (v) an Employment and Noncompetition Ag...
Sample 1
AutoNDA by SimpleDocs
Conditions to Obligation of Parent and the Merger Subs. The obligation of Parent and the Merger Subs to effect the transactions contemplated in this Agreement is subject to the satisfaction of the following conditions unless waived, in whole or in part, by Parent:
Sample 1

Related to Conditions to Obligation of Parent and the Merger Subs

  • 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:

  • 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:

  • 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 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 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 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 THE MERGER 42 6.1 Conditions to Obligations of Each Party to Effect the Merger................................ 42 6.2 Additional Conditions to Obligations of Company............................................. 43 6.3 Additional Conditions to the Obligations of Parent and Merger Sub........................... 44

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!