Common use of Conditions to Obligations of Parent and Merger Sub Clause in Contracts

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 2 contracts

Samples: Merger Agreement (Amazon Com Inc), Merger Agreement (Endocare Inc)

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Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or waiver, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:: 29

Appears in 2 contracts

Samples: Merger Agreement (Magellan Health Services Inc), Merger Agreement (Magellan Health Services Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or written waiver, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 2 contracts

Samples: Merger Agreement (Taro Pharmaceutical Industries LTD), Merger Agreement (Sun Pharmaceutical Industries LTD)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillmentsatisfaction, at or prior to before the Closing, of each of the following conditions, any conditions (provided that such conditions are solely for the benefit of which and may be waived in writing by by, Parent in its sole discretion:and Merger Sub):

Appears in 2 contracts

Samples: Merger Agreement (Realm Productions & Entertainment Inc), Merger Agreement (Vidkid Distribution Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate close the transactions contemplated by this Agreement shall be are subject to the fulfillment, at prior or prior to the Closing, concurrent fulfillment of each of the following conditions; provided, any of which however, that Parent and Merger Sub may be waived waive in writing by Parent in its sole discretionany one or more of such conditions:

Appears in 1 contract

Samples: Merger Agreement (Merrill Corp)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent, any each of which may be waived in writing by Parent in its at the sole discretiondiscretion of Parent:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carbonite Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, satisfaction at or prior to the Closing, Closing of each of the following conditions, conditions (any of which may be waived in writing writing, in whole or in part, by Parent in its sole discretion:Parent):

Appears in 1 contract

Samples: Merger Agreement (Amsurg Corp)

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent and Merger Sub in its sole discretion:accordance with Section 7.9: -22-

Appears in 1 contract

Samples: Merger Agreement (Click Commerce Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent and Merger Sub in its sole discretionaccordance with Section 7.9:

Appears in 1 contract

Samples: Merger Agreement (Click Commerce Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement shall be hereby are subject to the fulfillment, fulfillment or waiver by Parent of each of the following conditions at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Quality Systems, Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub hereunder to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at or prior to before the Closing, of each of the following conditions, conditions (all or any of which may be waived in writing whole or in part by Parent in its sole discretion:):

Appears in 1 contract

Samples: Merger Agreement (Hotjobs Com LTD)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or waiver by Parent and Merger Sub, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfulfillment or Parent’s waiver in writing, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Corelogic, Inc.)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Dycom Industries Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the fulfillmentsatisfaction, at or prior to the ClosingEffective Time, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Atmi Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be are further subject to the fulfillment, satisfaction (or written waiver by Parent) at or prior to the Closing, of each Closing of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Oaktree Acquisition Corp.)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Green Dot Corp)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the transactions contemplated by this Agreement Merger shall be subject to the fulfillmentsatisfaction, at on or prior to before the ClosingClosing Date, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Accufacts Pre Employment Screening Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, satisfaction at or prior to the Closing, of each Closing of the following conditions, any of condition (which may be waived in writing writing, in whole or in part, by Parent in its sole discretion:and Merger Sub):

Appears in 1 contract

Samples: Merger Agreement (Triangle Capital CORP)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment, fulfillment at or prior to the Closing, Closing of each of the following additional conditions, any of which may unless waived (to the extent such conditions can be waived in writing waived, by Parent in its sole discretion:Parent):

Appears in 1 contract

Samples: Merger Agreement (KAR Auction Services, Inc.)

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each satisfaction of the following conditions, any of which may be conditions unless waived in writing (to the extent permitted under applicable Law) by Parent in its sole discretionParent:

Appears in 1 contract

Samples: Merger Agreement (Kendle International Inc)

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Conditions to Obligations of Parent and Merger Sub. The All obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at fulfillment and satisfaction of each and every of the following conditions on or prior to the Closing, of each of the following conditions, any or all of which may be waived in writing whole or in part by Parent in its sole discretionand Merger Sub:

Appears in 1 contract

Samples: Merger Agreement (Infe Com Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, fulfillment or (to the extent permitted by Law) written waiver by Parent, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Shire PLC)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or Parent’s written waiver, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Cyalume Technologies Holdings, Inc.)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfulfillment or written waiver, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:.

Appears in 1 contract

Samples: Merger Agreement (Davita Inc)

Conditions 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 shall be are further subject to the fulfillmentsatisfaction, at on or prior to before the Closing, of each of the following conditions, any or all of which may be waived in writing by Parent in its sole discretionwhole or in part to the extent permitted by applicable Laws:

Appears in 1 contract

Samples: Merger Agreement ('Mktg, Inc.')

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, fulfillment or written waiver by Parent or Merger Sub, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Perkinelmer Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be is expressly subject to the fulfillment, at fulfillment or express written waiver of the following conditions on or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretionClosing Date:

Appears in 1 contract

Samples: Merger Agreement (Amedisys Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of the Parent and the Merger Sub under this Agreement to consummate the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the fulfillmentsatisfaction, at or prior to the ClosingEffective Time, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Hologic Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and the Merger Sub under this Agreement to consummate the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the fulfillmentsatisfaction, at or prior to the ClosingEffective Time, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Hologic Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfulfillment or written waiver, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Advance Auto Parts Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall and the other Covered Agreements will be subject to the fulfillmentfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (MTS Systems Corp)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, satisfaction at or prior to the Closing, of each Closing of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Ediets Com Inc)

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or waiver, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

Appears in 1 contract

Samples: Merger Agreement (Merit Behavioral Care Corp)

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