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Common use of Conditions to Obligation of Parent to Effect the Merger Clause in Contracts

Conditions to Obligation of Parent to Effect the Merger. The obligation of Parent to effect the Merger is further subject to the fulfillment of the following conditions: (a) (i) The representations and warranties of the Company set forth in this Agreement which are qualified by a "Company Material Adverse Effect" qualification shall be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (ii) the representations and warranties of the Company set forth in this Agreement which are not qualified by a "Company Material Adverse Effect" qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not have, in the aggregate, a Company Material Adverse Effect (except that the representations and warranties contained in the second sentence of Section 3.2(a) and the first sentence of Section 3.2(b) shall be true and correct in all material respects); PROVIDED, HOWEVER, that, with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period. (b) The Company shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent a certificate, dated the Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) Parent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to Parent, a written opinion dated the Closing Date to the effect that for U.S. federal income tax purposes the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel to Parent shall be entitled to rely upon customary assumptions and representations, including those contained in the Tax Representation Letters described in Section 5.14 of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Knight Ridder Inc)

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Conditions to Obligation of Parent to Effect the Merger. The obligation obligations of Parent and Merger Sub to effect the Merger is further shall be subject to the fulfillment or waiver by Parent at or prior to the Closing Date of the following conditions: (a) (i) The representations Company shall have performed in all material respects its covenants and warranties of the Company set forth agreements contained in this Agreement which are qualified by a "Company Material Adverse Effect" qualification shall required to be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of performed on or prior to the Closing Date and (ii) the representations and warranties of the Company set forth contained in this Agreement which are not and in any document delivered in connection herewith (i) to the extent qualified by a "Company Material Adverse Effect" Effect or any other materiality qualification shall be true and correct at and as of (ii) to the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would extent not have, in the aggregate, a qualified by Company Material Adverse Effect (except that the representations and warranties contained in the second sentence of Section 3.2(a) and the first sentence of Section 3.2(b) or any other materiality qualification shall be true and correct in all material respects); PROVIDED, HOWEVER, that, with respect to clauses in each case as of the date of this Agreement and as of the Closing Date (i) and (ii) hereof, except for representations and warranties that are made as of a particular date or period shall specified date, which need be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of the specified date), and Parent shall have received a certificate of the Company, executed on its behalf by its President or an Executive Vice President of the Company, dated the Closing Date, certifying to such date or periodeffect. (b) The Company Parent shall have received the opinion of Mayer, Brown, Rowe & Maw or other nationally recognized tax counsel, acting as counsxx xo Parent, in all material respects performed all obligations form and complied with all covenants required by this Agreement substance reasonably satisfactory to be performed or complied with by it prior to Parent, on the Effective Time. (c) The Company shall have delivered to Parent a certificatebasis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time and signed by its Chief Executive Officer or another senior officerClosing Date, certifying a copy of which will be furnished to the Company, to the effect that (i) the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) Parent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to Parent, a written opinion dated the Closing Date to the effect that Merger will be treated for U.S. federal income tax purposes the Merger will constitute as a "reorganization" reorganization within the meaning of Section section 368(a) of the CodeCode and (ii) no gain or loss will be recognized by any corporation which is a party to the reorganization. In rendering such opinion, such counsel to Parent shall be entitled to receive and rely upon customary assumptions representations of officers of the Company, Merger Sub and representationsParent as to such matters as such counsel may reasonably request. (c) Each of the members of the Board of Directors of the Company shall have tendered his or her resignation, including those contained to be effective as of the Effective Time, in accordance with Section 1.6 above. (d) Either (i) each of the Tax Representation Letters described Employment Agreement, as amended by the Employment Agreement Amendment, and the Severance Agreement, as amended by the Severance Agreement Amendment, or (ii) the New Employment Agreement, as applicable, shall not have been (1) modified in Section 5.14 of this Agreementany way or (2) repudiated by James T. Hackett.

Appears in 1 contract

Samples: Merger Agreement (Ocean Energy Inc /Tx/)

Conditions to Obligation of Parent to Effect the Merger. The obligation obligations of Parent and Merger Sub to effect the Merger is further shall be subject to the fulfillment by the Company or waiver by Parent at or prior to the Closing Date of the following conditions: (a) (i) The representations Company shall have performed in all material respects its covenants and warranties of the Company set forth agreements contained in this Agreement which are qualified by a "Company Material Adverse Effect" qualification shall required to be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of performed on or prior to the Closing Date and (ii) the representations and warranties of the Company set forth contained in this Agreement which are not and in any document delivered in connection herewith (i) to the extent qualified by a "Company Material Adverse Effect" Effect or any other materiality qualification shall be true and correct at and as of (ii) to the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would extent not have, in the aggregate, a Company qualified by Material Adverse Effect (except that the representations and warranties contained in the second sentence of Section 3.2(a) and the first sentence of Section 3.2(b) or any other materiality qualification shall be true and correct in all material respects); PROVIDED, HOWEVER, that, with respect to clauses in each case as of the date of this Agreement and as of the Closing Date (i) and (ii) hereof, except for representations and warranties that are made as of a particular date or period shall specified date, which need be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of the specified date), and Parent shall have received a certificate of the Company, executed on its behalf by its Chief Executive Officer or Chief Financial Officer, dated the Closing Date, certifying to such date or periodeffect. (b) The Company shall have in all material respects performed all obligations Consulting and complied with all covenants required by this Non-Competition Agreement entered into on the date hereof between Parent and Fxxx X. Xxxxxxxx, which is to be performed or complied with by it prior to effective as of the Effective Time, shall remain in full force and effect. (c) The Company number of Dissenting Shares shall have delivered to Parent a certificate, dated not exceed 10% of the Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfiedtotal number of Shares. (d) If Parent has requested the Company to conduct the Debt Offer, not less than a majority of the aggregate principal amount of the Senior Subordinated Notes (or the 11% Notes or the 8% Notes, as applicable) shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to Parent, a written opinion dated been tendered and accepted for payment by the Closing Date to Company in accordance with the effect that for U.S. federal income tax purposes the Merger will constitute a "reorganization" within the meaning of Section 368(a) terms and conditions of the Code. In rendering such opinionDebt Offer, counsel to Parent and the Indenture Amendments shall be entitled to rely upon customary assumptions have been approved and representationsshall have become effective, including those contained in each case concurrently with the Tax Representation Letters described in Section 5.14 effectiveness of this Agreementthe Merger.

Appears in 1 contract

Samples: Merger Agreement (Western Refining, Inc.)

Conditions to Obligation of Parent to Effect the Merger. The obligation obligations of Parent and Merger Sub to effect the Merger is further shall be subject to the fulfillment or waiver by Parent at or prior to the Closing Date of the following conditions: (a) (i) The representations and warranties of the Company set forth shall have performed in all material respects its covenants and agreements contained in this Agreement which are qualified by a "Company Material Adverse Effect" qualification shall required to be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of performed on or prior to the Closing Date and (ii) the representations and warranties of the Company set forth contained in this Agreement which are not and in any 35 40 document delivered in connection herewith (i) to the extent qualified by a "Company Material Adverse Effect" Effect or any other materiality qualification shall be true and correct at and as of (ii) to the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would extent not have, in the aggregate, a qualified by Company Material Adverse Effect (except that the representations and warranties contained in the second sentence of Section 3.2(a) and the first sentence of Section 3.2(b) or any other materiality qualification shall be true and correct in all material respects); PROVIDED, HOWEVER, that, with respect to clauses in each case as of the date of this Agreement and as of the Closing Date (i) and (ii) hereof, except for representations and warranties that are made as of a particular date or period shall specified date, which need be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of the specified date), and Parent shall have received a certificate of the Company, executed on its behalf by its President or a Vice President of the Company, dated the Closing Date, certifying to such date or periodeffect. (b) The Company Parent shall have received the opinion of Mayxx, Xroxx & Plaxx, xounsel to Parent, in all material respects performed all obligations form and complied with all covenants required by this Agreement substance reasonably satisfactory to be performed or complied with by it prior to Parent, on the Effective Time. (c) The Company shall have delivered to Parent a certificatebasis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time and signed by its Chief Executive Officer or another senior officerClosing Date, certifying a copy of which will be furnished to the Company, to the effect that (i) the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) Parent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to Parent, a written opinion dated the Closing Date to the effect that Merger will be treated for U.S. federal income tax purposes the Merger will constitute as a "reorganization" reorganization within the meaning of Section section 368(a) of the CodeCode and (ii) no gain or loss will be recognized by any corporation which is a party to the reorganization. In rendering such opinion, such counsel to Parent shall be entitled to receive and rely upon customary assumptions representations of officers of the Company, Merger Sub and representations, including those contained in the Tax Representation Letters described in Section 5.14 of this AgreementParent as to such matters as such counsel may reasonably request.

Appears in 1 contract

Samples: Merger Agreement (Mitchell Energy & Development Corp)

Conditions to Obligation of Parent to Effect the Merger. The ------------------------------------------------------- obligation of Parent to effect the Merger is further subject to the fulfillment of the following conditions: (a) (i) The representations and warranties of the Company set forth in this Agreement which are qualified by a "Company Material Adverse Effect" qualification contained - herein shall be true and correct in all respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or warranty) as so qualified at of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) - - that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement and at and or some other date will be determined as of the Closing Date as though made at such date and as (z) where any such failure of the Closing Date and (ii) the - representations and warranties of the Company set forth in this Agreement which are not qualified by a "Company Material Adverse Effect" qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not have, in the aggregate, a Company Material Adverse Effect (except that the representations and warranties contained in the second sentence of Section 3.2(a) and the first sentence of Section 3.2(b) shall aggregate to be true and correct in all material respects); PROVIDEDrespects would not have a Material Adverse Effect on the Company, HOWEVER, that, with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in -- the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period. (b) The Company shall have performed in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. Time and (ciii) The the Company --- shall have delivered to Parent a certificate, dated the Effective Time and signed by its Chief Executive Officer or another senior officerExecutive Vice President certifying to both such effects. (b) Unless the Merger is an All Cash Transaction, certifying Parent shall have received an opinion of King & Spalding, tax counsel to Parent, dated as of the Effective Time, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) Parent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to Parent, a written opinion dated the Closing Date to the effect that for U.S. federal income tax purposes the Merger will constitute qualify as a "reorganization" reorganization within the meaning of Section 368(a) of the Code. In rendering The issuance of such opinion, counsel to Parent opinion shall be entitled conditioned upon the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to rely upon customary assumptions such tax counsel. The specific provisions of each such representation letter shall be in form and representationssubstance reasonably satisfactory to such tax counsel, including and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. (c) The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any agreement, lease, contract, note, mortgage, indenture or other obligation to which the Company or any of its Subsidiaries is a party, except those contained for which the failure to obtain such consent or approval, individually or in the Tax Representation Letters described in Section 5.14 of this Agreementaggregate, is not reasonably likely to have, a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Merger Agreement (Guarantee Life Companies Inc)

Conditions to Obligation of Parent to Effect the Merger. The obligation obligations of Parent and Merger Sub to effect the Merger is further shall be subject to the fulfillment by the Company or waiver by Parent at or prior to the Closing Date of the following conditions: (a) (i) The representations Company shall have performed in all material respects its covenants and warranties of the Company set forth agreements contained in this Agreement which are qualified by a "Company Material Adverse Effect" qualification shall required to be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of performed on or prior to the Closing Date and (ii) the representations and warranties of the Company set forth contained in this Agreement which are not and in any document delivered in connection herewith (i) to the extent qualified by a "Company Material Adverse Effect" Effect or any other materiality qualification shall be true and correct at and as of (ii) to the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would extent not have, in the aggregate, a Company qualified by Material Adverse Effect (except that the representations and warranties contained in the second sentence of Section 3.2(a) and the first sentence of Section 3.2(b) or any other materiality qualification shall be true and correct in all material respects); PROVIDED, HOWEVER, that, with respect to clauses in each case as of the date of this Agreement and as of the Closing Date (i) and (ii) hereof, except for representations and warranties that are made as of a particular date or period shall specified date, which need be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of the specified date), and Parent shall have received a certificate of the Company, executed on its behalf by its Chief Executive Officer or Chief Financial Officer, dated the Closing Date, certifying to such date or periodeffect. (b) The Company shall have in all material respects performed all obligations Consulting and complied with all covenants required by this Non-Competition Agreement entered into on the date hereof between Parent and Fred L. Holliger, which is to be performed or complied with by it prior to effective as of the Effective TimeXxxx, xxxxx xxxxin in full force and effect. (c) The Company number of Dissenting Shares shall have delivered to Parent a certificate, dated not exceed 10% of the Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfiedtotal number of Shares. (d) If Parent has requested the Company to conduct the Debt Offer, not less than a majority of the aggregate principal amount of the Senior Subordinated Notes (or the 11% Notes or the 8% Notes, as applicable) shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to Parent, a written opinion dated been tendered and accepted for payment by the Closing Date to Company in accordance with the effect that for U.S. federal income tax purposes the Merger will constitute a "reorganization" within the meaning of Section 368(a) terms and conditions of the Code. In rendering such opinionDebt Offer, counsel to Parent and the Indenture Amendments shall be entitled to rely upon customary assumptions have been approved and representationsshall have become effective, including those contained in each case concurrently with the Tax Representation Letters described in Section 5.14 effectiveness of this Agreementthe Merger.

Appears in 1 contract

Samples: Merger Agreement (Giant Industries Inc)

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Conditions to Obligation of Parent to Effect the Merger. The obligation of Parent to effect the Merger is further subject to the fulfillment of the following conditions: (a) (i) The representations and warranties of the Company set forth in this Agreement which are qualified by a "Company Material Adverse Effect" qualification contained herein shall be true and correct in all respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or warranty) as so qualified at of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement and at and or some other date will be determined as of the Closing Date as though made at and as of the Closing Date such date and (iiz) where any such failure of the representations and warranties of the Company set forth in this Agreement which are not qualified by a "Company Material Adverse Effect" qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not have, in the aggregate, a Company Material Adverse Effect (except that the representations and warranties contained in the second sentence of Section 3.2(a) and the first sentence of Section 3.2(b) shall aggregate to be true and correct in all material respects); PROVIDEDrespects would not have a Material Adverse Effect on the Company, HOWEVER, that, with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period. (b) The Company shall have performed in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. Time and (ciii) The the Company shall have delivered to Parent a certificate, dated the Effective Time and signed by its Chief Executive Officer or another senior officerExecutive Vice President certifying to both such effects. (b) Parent shall have received an opinion of Skadden, certifying Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Parent, dated as of the Effective Time, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) Parent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to Parent, a written opinion dated the Closing Date to the effect that for U.S. federal income tax purposes the Merger will constitute qualify as a "reorganization" reorganization within the meaning of Section 368(a) of the Code. In rendering The issuance of such opinion, counsel to Parent opinion shall be entitled conditioned upon the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to rely upon customary assumptions such tax counsel. The specific provisions of each such representation letter shall be in form and representationssubstance reasonably satisfactory to such tax counsel, including those contained and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in the Tax Representation Letters described in Section 5.14 of this Agreementany material respect.

Appears in 1 contract

Samples: Merger Agreement (Alltel Corp)

Conditions to Obligation of Parent to Effect the Merger. The obligation obligations of Parent and Merger Sub to effect the Merger is further shall be subject to the fulfillment or waiver by Parent at or prior to the Closing Date of the following conditions: (a) (i) The representations Company shall have performed in all material respects its covenants and warranties of the Company set forth agreements contained in this Agreement which are qualified by a "Company Material Adverse Effect" qualification shall required to be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of performed on or prior to the Closing Date and (ii) the representations and warranties of the Company set forth contained in this Agreement which are not and in any document delivered in connection herewith (i) to the extent qualified by a "Company Material Adverse Effect" Effect or any other materiality qualification shall be true and correct at and as of (ii) to the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would extent not have, in the aggregate, a qualified by Company Material Adverse Effect (except that the representations and warranties contained in the second sentence of Section 3.2(a) and the first sentence of Section 3.2(b) or any other materiality qualification shall be true and correct in all material respects); PROVIDED, HOWEVER, that, with respect to clauses in each case as of the date of this Agreement and as of the Closing Date (i) and (ii) hereof, except for representations and warranties that are made as of a particular date or period shall specified date, which need be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of the specified date), and Parent shall have received a certificate of the Company, executed on its behalf by its President or an Executive Vice President of the Company, dated the Closing Date, certifying to such date or periodeffect. (b) The Company Parent shall have received the opinion of Mayer, Brown, Rowe & Maw or other nationally recognized tax counsel, acting as counxxx to Parent, in all material respects performed all obligations form and complied with all covenants required by this Agreement substance reasonably satisfactory to be performed or complied with by it prior to Parent, on the Effective Time. (c) The Company shall have delivered to Parent a certificatebasis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time and signed by its Chief Executive Officer or another senior officerClosing Date, certifying a copy of which will be furnished to the Company, to the effect that (i) the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) Parent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to Parent, a written opinion dated the Closing Date to the effect that Merger will be treated for U.S. federal income tax purposes the Merger will constitute as a "reorganization" reorganization within the meaning of Section section 368(a) of the CodeCode and (ii) no gain or loss will be recognized by any corporation which is a party to the reorganization. In rendering such opinion, such counsel to Parent shall be entitled to receive and rely upon customary assumptions representations of officers of the Company, Merger Sub and representationsParent as to such matters as such counsel may reasonably request. (c) Each of the members of the Board of Directors of the Company shall have tendered his or her resignation, including those contained to be effective as of the Effective Time, in accordance with Section 1.6 above. (d) Either (i) each of the Tax Representation Letters described Employment Agreement, as amended by the Employment Agreement Amendment, and the Severance Agreement, as amended by the Severance Agreement Amendment, or (ii) the New Employment Agreement, as applicable, shall not have been (1) modified in Section 5.14 of this Agreementany way or (2) repudiated by James T. Hackett.

Appears in 1 contract

Samples: Merger Agreement (Devon Energy Corp/De)

Conditions to Obligation of Parent to Effect the Merger. The obligation of Parent to effect the Merger is further subject to the fulfillment of the following conditions: (a) (i) The representations and warranties of the Company set forth in this Agreement which are qualified by a "Company Material Adverse Effect" qualification contained herein shall be true and correct in all respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or warranty) as so qualified at of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement and at and or some other date will be determined as of the Closing Date as though made at and as of the Closing Date such date and (iiz) where any such failure of the representations and warranties of the Company set forth in this Agreement which are not qualified by a "Company Material Adverse Effect" qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not have, in the aggregate, a Company Material Adverse Effect (except that the representations and warranties contained in the second sentence of Section 3.2(a) and the first sentence of Section 3.2(b) shall aggregate to be true and correct in all material respects); PROVIDEDrespects would not have a Material Adverse Effect on the Company, HOWEVER, that, with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period. (b) The Company shall have performed in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. Time and (ciii) The the Company shall have delivered to Parent a certificate, dated the Effective Time and signed by its Chief Executive Officer or another senior officer, Executive Vice President certifying to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfiedboth such effects. (db) Parent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx an opinion of Skadden, Arps, Slate, Meagher & XxxxxxFlom LLP, tax counsel to Parent, a written opinion dated as of the Closing Date to Effexxxxx Xime, xx the effect that for U.S. federal income tax purposes the Merger will constitute qualify as a "reorganization" reorganization within the meaning of Section 368(a) of the Code. In rendering The issuance of such opinion, counsel to Parent opinion shall be entitled conditioned upon the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to rely upon customary assumptions such tax counsel. The specific provisions of each such representation letter shall be in form and representationssubstance reasonably satisfactory to such tax counsel, including those contained and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in the Tax Representation Letters described in Section 5.14 of this Agreementany material respect.

Appears in 1 contract

Samples: Merger Agreement (360 Communications Co)

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