Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx and Merger Sub) at or prior to the Effective Time of the following conditions:
(a) The representations and warranties (i) set forth in the first and second sentences of Section 3.2(a) shall be true and correct in all but de minimis respects, other than as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in the Company Fundamental Reps (other than the representations and warranties listed in the immediately preceding clause (i)) shall be true and correct in all material respects, as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), and (iii) set forth in Article 3 (other than the representations and warranties listed in the immediately preceding clauses (i) and (ii)) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) The Company shall have performed in all material respects the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Date.
(c) Since the date hereof, there shall not have been a Company Material Adverse Effect.
(d) Pxxxxx shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually,...
Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: 89887722_19 150326672.16
6.3.1 Each representation and warranty of the Company (i) contained in Sections 3.1 (Corporate Organization), 3.3 (Authority; Execution and Delivery; Enforceability), and 3.18 (Broker’s Fees) will have been true and correct in all respects as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all respects as of such date or time), (ii) contained in Sections 3.2 (Capitalization) and 3.23 (Indebtedness) will have been true and correct at and as of the Closing Date as though made on the Closing Date, except (A) for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time) or (B) inaccuracies which would not increase the aggregate Merger Consideration payable in the Merger by more than a de minimis amount, and (ii) otherwise set forth in Article 3, without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar materiality qualifications contained therein, will be true and correct at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), and except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Company Material Adverse Effect.
6.3.2 The Company will have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it under the Merger Agreement at or prior to the Closing Date.
6.3.3 A Company Material Adverse Effect will not have occurred since the date of this Agreement.
6.3.4 The Company will have delivered to Parent a certificate, dated the Closing Date and signed by an executive officer of the Company, certifying to the effect that the conditions set forth in Sections 6.3.1, 6.3.2 and 6.3.3 have been satisfied.
6.3.5 The Company will have delivered to Parent a statement and notice in accordance with Treasury Regulations Sections 1.1445-2(c...
Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub (following execution of the Joinder) to effect the Merger are further subject to the fulfillment (or waiver by Parent if permissible under Law) at or prior to the Effective Time of the following conditions:
