Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Covanta Holding Corp), Merger Agreement, Merger Agreement (Sinclair Broadcast Group Inc)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent Parent, Merger Sub and the Company):
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Chiquita Brands International Inc), Merger Agreement (Chiquita Brands International Inc), Merger Agreement (Cavendish Acquisition Corp)
Conditions to Obligations of Each Party. The respective obligations of Parent, Merger Sub and the Company each party to consummate the Merger are subject to the satisfaction, at satisfaction (or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, mutual waiver by both the mutual consent Company and Parent) at or prior to the Effective Time of Parent and each of the Company):following conditions:
Appears in 5 contracts
Samples: Merger Agreement (Pc Tel Inc), Merger Agreement (Pc Tel Inc), Merger Agreement (Pc Tel Inc)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub Inc., and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company; provided however that any waiver of the condition in Section 9.1(a) shall also require the written consent of the Investor Persons):
Appears in 4 contracts
Samples: Merger Agreement (U.S. Well Services, Inc.), Merger Agreement (U.S. Well Services, Inc.), Merger Agreement (ProFrac Holding Corp.)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Acquisition Sub and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):
Appears in 4 contracts
Samples: Merger Agreement (Geeknet, Inc), Merger Agreement (GameStop Corp.), Merger Agreement (GameStop Corp.)
Conditions to Obligations of Each Party. The respective obligations of Parent, the Merger Sub Subs and the Company to consummate effect the Merger are Mergers shall be subject to the satisfaction, at or prior to the ClosingFirst Merger Effective Time, of the following conditions (any of which may be waived, in whole or in part, to waived only with the extent permitted by Law, by the written mutual consent of Parent Parent, the Merger Subs and the CompanyCompany (it being understood that each such condition is solely for the benefit of Parent, the Merger Subs and the Company and may be waived in writing by their written mutual consent without notice, liability or obligation to any other Person)):
Appears in 4 contracts
Samples: Merger Agreement (KnowBe4, Inc.), Merger Agreement (FireEye, Inc.), Merger Agreement (FireEye, Inc.)
Conditions to Obligations of Each Party. The respective obligations of Parent, Merger Sub and the Company to consummate effect the Merger are shall be subject to the satisfaction, at or prior to the ClosingEffective Time, of the following conditions (any of which may be waived, in whole or in part, to waived only with the extent permitted by Law, by the written mutual consent of Parent Parent, Merger Sub and the CompanyCompany (it being understood that each such condition is solely for the benefit of Parent, Merger Sub and the Company and may be waived in writing by their written mutual consent without notice, liability or obligation to any other Person)):
Appears in 3 contracts
Samples: Merger Agreement (Roku, Inc), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual written consent of Parent and the Company):
Appears in 3 contracts
Samples: Merger Agreement (Domtar CORP), Merger Agreement (Resolute Forest Products Inc.), Merger Agreement (Domtar CORP)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by applicable Law, by the mutual consent of Parent and the Company):
Appears in 3 contracts
Samples: Merger Agreement (Gray Television Inc), Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Nexstar Media Group, Inc.)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub Purchaser and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Time Inc.), Merger Agreement (Meredith Corp)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub Corp, Merger LLC and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent Parent, Merger Corp, Merger LLC and the Company):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Conditions to Obligations of Each Party. The respective obligations of Parent, the Merger Sub Subs and the Company to consummate effect the Merger are Mergers shall be subject to the satisfaction, at or prior to the ClosingFirst Effective Time, of the following conditions (any of which may be waived, in whole or in part, to waived only with the extent permitted by Law, by the written mutual consent of Parent and the Company):
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Zovio Inc), Agreement and Plan of Reorganization (Zovio Inc)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub and the Company each Party to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):
Appears in 2 contracts
Samples: Merger Agreement (Wmih Corp.), Merger Agreement (Nationstar Mortgage Holdings Inc.)
Conditions to Obligations of Each Party. The respective obligations of Parentthe Company, on the one hand, and Parent and Merger Sub and Sub, on the Company other hand, to consummate the Merger and to take the actions contemplated by Section 2.1 are subject to the satisfactionsatisfaction or waiver, at or prior to the ClosingEffective Time, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):conditions:
Appears in 2 contracts
Samples: Merger Agreement (Physician Reliance Network Inc), Merger Agreement (American Oncology Resources Inc /De/)
Conditions to Obligations of Each Party. The respective obligations of ParentParent and Merger Sub, Merger Sub on the one hand, and the Company Company, on the other hand, to consummate the Merger are subject to the satisfaction, satisfaction (or waiver by Parent and the Company) at or prior to the Closing, Closing of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):conditions:
Appears in 2 contracts
Samples: Merger Agreement (Centene Corp), Merger Agreement (Magellan Health Inc)
Conditions to Obligations of Each Party. The respective obligations of Parent, Merger Sub Sub, the Company and the Company Owner to perform this Agreement and consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, satisfaction of the following conditions (which may be waivedconditions, in whole or in partunless waived by Parent, to Merger Sub, the extent permitted by Law, by the mutual consent of Parent Company and the Company):Stockholders’ Representative pursuant to Section 14.04 below:
Appears in 2 contracts
Samples: Merger Agreement (Allion Healthcare Inc), Merger Agreement (Allion Healthcare Inc)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub I and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent Parent, Merger Sub I and the Company):
Appears in 2 contracts
Samples: Merger Agreement (Centene Corp), Merger Agreement (Health Net Inc)
Conditions to Obligations of Each Party. The respective obligations of Parent, Merger Sub and the Company to consummate effect the Merger are shall be subject to the satisfaction, at or prior to the ClosingEffective Time, of the following conditions (any of which may be waived, in whole or in part, to waived only with the extent permitted by Law, by the written mutual consent of Parent Parent, Merger Sub and the Company):
Appears in 2 contracts
Samples: Merger Agreement (Select Comfort Corp), Merger Agreement (Salesforce Com Inc)
Conditions to Obligations of Each Party. The obligations of Parent, Holdco, Merger Sub and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):
Appears in 2 contracts
Samples: Merger Agreement (Pointer Telocation LTD), Merger Agreement (Id Systems Inc)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub Corp and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Becton Dickinson & Co), Merger Agreement (CAREFUSION Corp)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub Sub, Matrix and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by applicable Law, by the mutual consent of Parent and the Company):
Appears in 2 contracts
Samples: Merger Agreement (Meredith Corp), Merger Agreement (IAC/InterActiveCorp)
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub 1, Merger Sub 2 and the Company to consummate the Merger Mergers are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):
Appears in 2 contracts
Samples: Merger Agreement (Abbott Laboratories), Merger Agreement (St Jude Medical Inc)
Conditions to Obligations of Each Party. The respective obligations of Parent, Merger Sub and the Company to consummate effect the Merger are shall be subject to the satisfaction, at or prior to the ClosingEffective Time, of the following conditions (any of which may be waived, in whole or in part, to waived only with the extent permitted by Law, by the written mutual consent of Parent and the Company):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.), Merger Agreement (Coupa Software Inc)
Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of Parent, Merger Sub and the Company to consummate effect the Merger are shall be subject to the satisfaction, satisfaction at or prior to the Closing, Effective Time of each of the following conditions (conditions, any and all of which may be waived, waived in whole or in partpart by mutual consent of Parent, Merger Sub and the Company, as the case may be, to the extent permitted by applicable Law, by the mutual consent of Parent and the Company)::
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of ParentParent and Merger Subs, Merger Sub on the one hand, and the Company Company, on the other hand, to consummate the Merger Closing are subject to the satisfaction, at satisfaction (or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted waiver by Law, by the mutual consent of Parent and the Company):) prior to the Closing of the following conditions:
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of Parent, Merger Sub Corp. and the Company to perform this Agreement and consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, satisfaction of the following conditions (which may be waivedconditions, in whole or in partunless waived by Parent, to the extent permitted by Law, by the mutual consent of Parent Merger Corp and the Company):Company pursuant to Section 14.4:
Appears in 1 contract
Conditions to Obligations of Each Party. The obligations of Parentthe Company, Parent and Merger Sub and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent Company on behalf of itself and its Subsidiaries, and Parent on behalf of itself and the CompanyMerger Sub):
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of Parent, the Merger Sub and the Company to consummate effect the Merger are shall be subject to the satisfaction, at or prior to the ClosingEffective Time, of the following conditions (any of which may be waived, in whole or in part, to waived only with the extent permitted by Law, by the written mutual consent of Parent Parent, the Merger Sub and the CompanyCompany (it being understood that each such condition is solely for the benefit of Parent, the Merger Sub and the Company and may be waived in writing by their written mutual consent without notice, liability or obligation to any other Person)):
Appears in 1 contract
Samples: Merger Agreement (FireEye, Inc.)
Conditions to Obligations of Each Party. The respective obligations of Parent, Merger Sub and the Company each party to consummate the Merger are will be subject to the satisfaction, satisfaction at or prior to before the Closing, Closing of each of the following conditions (conditions, which may be waived, in whole or in part, to the extent permitted by Law, by Law may be waived in a written agreement of the mutual consent of Company and Parent (for itself and the CompanyMerger Sub):
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of Parentthe Company, on the one hand, and Parent and Merger Sub and Sub, on the Company other hand, to consummate the Merger are further subject to the satisfactionsatisfaction or waiver, at or prior to the ClosingEffective Time, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):conditions:
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of ParentParent and Merger Sub, Merger Sub on the one hand, and the Company Company, on the other hand, to consummate the Merger are and the other transactions contemplated by this Agreement, shall be subject to the satisfaction, fulfillment or written waiver by Parent and the Company, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):conditions:
Appears in 1 contract