Conditions to Obligation of the Company to Effect the First Merger. The obligation of the Company to effect the First Merger is further subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) each of the representations and warranties of Parent, Acquisition Sub and the Parent External Adviser (i) contained in Section 4.1, Section 4.2(a), Section 4.2(b), Section 4.2(c), Section 4.3(a), Section 4.3(b), Section 4.3(c) (but only clause (i) thereof), Section 4.22, Section 5.1, Section 5.2(a) and Section 5.2(b) (but only clause (i) thereof) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct that are de minimis, (ii) contained in clause (b) of Section 4.9 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (ii) contained in this Agreement (other than those covered by the foregoing clauses (i) and (ii)), without giving effect to any materiality, “Parent Material Adverse Effect” or “Adviser Material Adverse Effect” qualifications therein, shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct as would not have, individually or in the aggregate, a Parent Material Adverse Effect or an Adviser Material Adverse Effect, as applicable; (b) Parent, Acquisition Sub and the Parent External Adviser shall have performed or complied in all material respects with their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing Date; (c) the Company shall have received a certificate signed by an executive officer of Parent certifying as to the matters set forth in Section 7.3(a), Section 7.3(b), Section 7.3(d) and Section 7.3(e); (d) since the date of this Agreement, there shall not have occurred and be continuing any Parent Material Adverse Effect; and (e) since the date of this Agreement, there shall not have occurred and be continuing any Adviser Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (OHA Investment Corp), Merger Agreement (Portman Ridge Finance Corp)
Conditions to Obligation of the Company to Effect the First Merger. The obligation of the Company to effect the First Merger is further subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Effective Time of the following additional conditions:
(a) each of the representations and warranties of Parent, Acquisition Sub and the Parent External Adviser contained in (i) contained in Section 4.1, Section 4.2(a), Section 4.2(b), Section 4.2(c), Section 4.3(a), Section 4.3(b), Section 4.3(c) (but only clause (i) thereof), Section 4.22, Section 5.1, 5.1 and Section 5.2(a) and Section 5.2(b) (but only clause (i) thereofcollectively, the “Parent Fundamental Representations”) shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except except, in the case of this clause (i), for such failures to be true and correct that are de minimis, (ii) contained in clause (b) of Section 4.9 (the “Parent No MAE Rep”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) hereof and (iiiii) contained in this Agreement (other than those covered by the foregoing clauses (i) Parent Fundamental Representations and (ii)the Parent No MAE Rep), without giving effect to any materiality, “Parent Material Adverse Effect” or “Adviser Material Adverse Effect” qualifications therein, shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except except, in the case of this clause (iii), for such failures to be true and correct as would not have, individually or in the aggregate, a Parent Material Adverse Effect or an Adviser Material Adverse Effect, as applicable;
(b) Each of Parent, Acquisition Sub and the Parent External Adviser shall have performed or complied in all material respects with their respective its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date;
(c) the Company shall have received a certificate signed by an executive officer of Parent Parent, dated as of the Closing Date, certifying as to the matters set forth in Section 7.3(a), Section 7.3(b), Section 7.3(d) and Section 7.3(e);.
(d) since the date of this Agreement, there shall not have occurred and be continuing any Parent Material Adverse Effect; and
(e) since the date of this Agreement, there shall not have occurred and be continuing any Adviser Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Harvest Capital Credit Corp), Agreement and Plan of Merger (Portman Ridge Finance Corp)
Conditions to Obligation of the Company to Effect the First Merger. The obligation of the Company to effect the First Merger is further subject to the satisfaction fulfillment (or (to the extent permitted by Law) waiver by the Company Company) at or prior to the Effective Time of the following additional conditions:
(a) each of the The representations and warranties of Parent, Acquisition Sub Parent and the Parent External Adviser Merger Subs set forth in (i) contained this Agreement (other than in Section 4.1, Section 4.2(a), Section 4.2(b), Section 4.2(c4.2(g), Section 4.3(a), Section 4.3(b), Section 4.3(c) (but only clause (i) thereof4.10(b), Section 4.22, Section 5.1, Section 5.2(a4.10(c) and Section 5.2(b) (but only clause (i) thereof4.20) shall be true and correct in all respects both at and as of the date of this Agreement and at and as of the Closing Date as though made on at and as of the Closing Date, except where such date (except failures to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of (without regard to “materiality,” Parent Material Adverse Effect and similar qualifiers contained in such specific date only)representations and warranties) would not, except for such failures in the aggregate, reasonably be expected to be true and correct that are de minimishave a Parent Material Adverse Effect, (ii) contained in clause (bSection 4.2(a), Section 4.2(b), Section 4.2(g) of and Section 4.9 4.20 shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made on at and as of such date the Closing Date, except for any de minimis inaccuracies, (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date onlyiii) Section 4.3(a) and (iiSection 4.3(b) contained in this Agreement (other than those covered by the foregoing clauses (i) and (ii)), without giving effect to any materiality, “Parent Material Adverse Effect” or “Adviser Material Adverse Effect” qualifications therein, shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date as though made on at and as of the Closing Date and (iv) Section 4.10(b) and Section 4.10(c) shall be true and correct both 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; provided, however, that 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), (ii), (iii) and (iv), as applicable) only as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct as would not have, individually or in the aggregate, a Parent Material Adverse Effect or an Adviser Material Adverse Effect, as applicableperiod;
(b) Parent, Acquisition Sub Each of Parent and the Parent External Adviser Merger Subs shall have performed or complied in all material respects performed all obligations and complied with their respective obligations all covenants required under by this Agreement to be performed or complied with on or by it prior to the Closing DateEffective Time;
(c) Xxxxxx and Merger Subs shall have delivered to the Company a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(e) have been satisfied; and
(d) The Company shall have received a certificate signed by an executive officer of Parent certifying as opinion from Company Tax Counsel, in form and substance reasonably satisfactory to the matters Company, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 7.3(a368(a) of the Code. In rendering the opinion described in this Section 6.2(d), Section 7.3(b), Section 7.3(d) Company Tax Counsel shall have received and Section 7.3(e);may rely upon the Parent Tax Certificate and the Company Tax Certificate and such other information reasonably requested by and provided to it by the Company or Parent for purposes of rendering such opinion.
(de) since Since the date of this Agreement, there shall not have occurred and be continuing any a Parent Material Adverse Effect; and
(e) since the date of this Agreement, there shall not have occurred and be continuing any Adviser Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Equitrans Midstream Corp), Merger Agreement (EQT Corp)
Conditions to Obligation of the Company to Effect the First Merger. The obligation of the Company to effect the First Merger is further subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Effective Time of the following additional conditions:
(a) each of the representations and warranties of Parent, Acquisition Sub and the Parent External Adviser contained in (i) contained in the first sentence of Section 4.1, Section 4.2(a), Section 4.2(b), Section 4.2(c), Section 4.3(a), Section 4.3(b), Section 4.3(c) (but only clause (i) thereof4.9(b), Section 4.21, Section 4.22, Section 5.14.23, the first sentence of Section 5.1 and Section 5.2(a) and Section 5.2(b) (but only clause (i) thereofcollectively, the “Parent Fundamental Representations”) shall be true and correct in all respects as of the date of this Agreement hereof (other than de minimis inaccuracies) and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct that are de minimis, (ii) contained in clause (b) of Section 4.9 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (ii) contained in this Agreement (other than those covered by the foregoing clauses (i) and (ii)Parent Fundamental Representations), without giving effect to any materiality, “Parent Material Adverse Effect” or “Adviser Material Adverse Effect” qualifications therein, shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or an Adviser Material Adverse Effect, as applicable;
(b) Parent, Acquisition Sub and the Parent External Adviser shall have performed or complied in all material respects with their respective its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date;
(c) the Company shall have received a certificate signed by an executive officer of Parent certifying as to the matters set forth in Section 7.3(a), Section 7.3(b), Section 7.3(d7.3(f) and Section 7.3(e7.3(g);
(d) the Company shall have received the written opinion of Xxxxxxxx & Worcester LLP, or such other nationally recognized Tax counsel reasonably satisfactory to the Company and Parent, as of the Closing Date to the effect that the Mergers will qualify for the Intended Tax Treatment. In rendering the opinion described in this Section 7.3(d), the Tax counsel rendering such opinion may require and rely upon (and may incorporate by reference) reasonable and customary representations and covenants, including those contained in certificates of officers of the Company and Parent;
(e) the Parent Investment Advisory Agreement shall have been duly amended and restated in the form attached hereto as Exhibit C;
(f) since the date of this Agreement, there shall not have occurred and be continuing any Parent Material Adverse Effect; and
(eg) since the date of this Agreement, there shall not have occurred and be continuing any Adviser Material Adverse Effect.
Appears in 1 contract
Conditions to Obligation of the Company to Effect the First Merger. The obligation of the Company to effect the First Merger is further subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Effective Time of the following additional conditions:
(a) each of the representations and warranties of Parent, Acquisition Sub, Acquisition Sub 2 and the Parent External Adviser contained in (i) contained in Section 4.1, Section 4.2(a), Section 4.2(b), Section 4.2(c), Section 4.3(a), Section 4.3(b), Section 4.3(c) (but only clause (i) thereof), Section 4.22, Section 5.1, 5.1 and Section 5.2(a) and Section 5.2(b) (but only clause (i) thereofcollectively, the “Parent Fundamental Representations”) shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except except, in the case of this clause (i), for such failures to be true and correct that are de minimis, (ii) contained in clause (b) of Section 4.9 (the “Parent No MAE Rep”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) hereof and (iiiii) contained in this Agreement (other than those covered by the foregoing clauses (i) Parent Fundamental Representations and (ii)the Parent No MAE Rep), without giving effect to any materiality, “Parent Material Adverse Effect” or “Adviser Material Adverse Effect” qualifications therein, shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except except, in the case of this clause (iii), for such failures to be true and correct as would not have, individually or in the aggregate, a Parent Material Adverse Effect or an Adviser Material Adverse Effect, as applicable;
(b) Each of Parent, Acquisition Sub, Acquisition Sub 2 and the Parent External Adviser shall have performed or complied in all material respects with their respective its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date;
(c) the Company shall have received a certificate signed by an executive officer of Parent Parent, dated as of the Closing Date, certifying as to the matters set forth in Section 7.3(a), Section 7.3(b), Section 7.3(d) and Section 7.3(e7.3(f);.
(d) since the date of this Agreement, there shall not have occurred and be continuing any Parent Material Adverse Effect;
(e) the Company shall have received the written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (or, if Xxxxxxx Xxxxxxx & Xxxxxxxx LLP is unable or unwilling to render such an opinion, the written opinion of Xxxxxxxx & Xxxxx LLP or another nationally recognized counsel as may be reasonably acceptable to the Company), as of the Closing Date to the effect that the Mergers will qualify for the Intended Tax Treatment. In rendering the opinion described in this Section 7.3(e), the Tax counsel rendering such opinion may require and rely upon (and may incorporate by reference) reasonable and customary representations and covenants, including those contained in certificates of officers of the Company and Parent; and
(ef) since the date of this Agreement, there shall not have occurred and be continuing any Adviser Material Adverse Effect.
Appears in 1 contract
Conditions to Obligation of the Company to Effect the First Merger. The obligation of the Company to effect the First Merger is further subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Effective Time of the following additional conditions:
(a) each of the representations and warranties of Parent, Acquisition Sub and the Parent External Adviser contained in (i) contained in Section 4.1, Section 4.2(a), Section 4.2(b), Section 4.2(c), Section 4.3(a), Section 4.3(b), Section 4.3(c) (but only clause (i) thereof), Section 4.22, Section 5.1, Section 5.2(a) and Section 5.2(b) (but only clause (i) thereof) shall be true and correct in all respects as of the date of this Agreement (other than de minimis inaccuracies) when made and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct that are de minimisClosing Date, (ii) contained in clause Section 4.1, Section 4.2(b), Section 4.3(a), Section 4.3(b), Section 4.20, Section 4.22, Section 4.23, Section 5.1 and Section 5.2(a) (btogether with Section 4.2(a), the “Parent Fundamental Representations”) of Section 4.9 that (A) are not qualified by Company Material Adverse Effect or other materiality qualifications shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (iiB) contained that are qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all respects (without disregarding such Company Material Adverse Effect or other materiality qualifications) as of the date hereof and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (iii) Article IV and Article V of this Agreement (other than those covered by the foregoing clauses (i) and (ii)Parent Fundamental Representations), without giving effect to any materiality, “Parent Material Adverse Effect” or “Adviser Material Adverse Effect” qualifications therein, shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct as would not have, individually or in the aggregate, have a Parent Material Adverse Effect or an Adviser Material Adverse Effect, as applicable;
(b) Parent, Acquisition Sub and the Parent External Adviser shall have performed or complied in all material respects with their respective its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date;
(c) the Company shall have received a certificate signed by an executive officer of Parent certifying as to the matters set forth in Section 7.3(a), Section 7.3(b), Section 7.3(d) and Section 7.3(e);
(d) the Company shall have received the written opinion of Dechert LLP, or, if Dechert LLP is unable to deliver such an opinion, the written opinion of Kxxxxxxx & Exxxx LLP, as of the Closing Date to the effect that the Mergers will qualify for the Intended Tax Treatment. In rendering the opinion described in this Section 7.3(d), the Tax counsel rendering such opinion may require and rely upon (and may incorporate by reference) reasonable and customary representations and covenants, including those contained in certificates of officers of the Company and Parent;
(e) since the date of this Agreement, there shall not have occurred and be continuing any Parent Material Adverse Effect; and
(ef) since the date of this Agreement, there Parent Maryland Reincorporation shall not have occurred become effective in accordance with the MGCL and be continuing any Adviser Material Adverse Effectthe DGCL.
Appears in 1 contract
Conditions to Obligation of the Company to Effect the First Merger. The obligation of the Company to effect the First Merger is further subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Effective Time of the following additional conditions:
(a) each of the representations and warranties of Parent, Acquisition Sub and the Parent External Adviser contained in (i) contained in Section 4.1, Section 4.2(a), Section 4.2(b), Section 4.2(c), Section 4.3(a), Section 4.3(b), Section 4.3(c) (but only clause (i) thereof), Section 4.22, Section 5.1, Section 5.2(a) and Section 5.2(b) (but only clause (i) thereof) shall be true and correct in all respects as of the date of this Agreement (other than de minimis inaccuracies) when made and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct that are de minimisClosing Date, (ii) contained in clause Section 4.1, Section 4.2(b), Section 4.3(a), Section 4.3(b), Section 4.20, Section 4.22, Section 4.23, Section 5.1 and Section 5.2(a) (btogether with Section 4.2(a), the “Parent Fundamental Representations”) of Section 4.9 that (A) are not qualified by Company Material Adverse Effect or other materiality qualifications shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (iiB) contained that are qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all respects (without disregarding such Company Material Adverse Effect or other materiality qualifications) as of the date hereof and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (iii) Article IV and Article V of this Agreement (other than those covered by the foregoing clauses (i) and (ii)Parent Fundamental Representations), without giving effect to any materiality, “Parent Material Adverse Effect” or “Adviser Material Adverse Effect” qualifications therein, shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct as would not have, individually or in the aggregate, have a Parent Material Adverse Effect or an Adviser Material Adverse Effect, as applicable;
(b) Parent, Acquisition Sub and the Parent External Adviser shall have performed or complied in all material respects with their respective its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date;
(c) the Company shall have received a certificate signed by an executive officer of Parent certifying as to the matters set forth in Section 7.3(a), Section 7.3(b), Section 7.3(d) and Section 7.3(e);
(d) the Company shall have received the written opinion of Dechert LLP, or, if Dechert LLP is unable to deliver such an opinion, the written opinion of Xxxxxxxx & Xxxxx LLP, as of the Closing Date to the effect that the Mergers will qualify for the Intended Tax Treatment. In rendering the opinion described in this Section 7.3(d), the Tax counsel rendering such opinion may require and rely upon (and may incorporate by reference) reasonable and customary representations and covenants, including those contained in certificates of officers of the Company and Parent;
(e) since the date of this Agreement, there shall not have occurred and be continuing any Parent Material Adverse Effect; and
(ef) since the date of this Agreement, there Parent Maryland Reincorporation shall not have occurred become effective in accordance with the MGCL and be continuing any Adviser Material Adverse Effectthe DGCL.
Appears in 1 contract
