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

Conditions to Obligations of Parent and Merger Sub. Parent’s and Merger Sub’s obligations to consummate the Merger and take the other actions required to be taken by them at the Closing are subject to the fulfillment or satisfaction, as of the Closing, of each of the following conditions (it being understood that any one or more of the following conditions may be waived by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunder):

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Wright Medical Group N.V.), Merger Agreement (MINDBODY, Inc.)

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Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations Sub to consummate the Merger and take the other actions required to be taken by them at the proceed with Closing are subject to the fulfillment or satisfaction, as of the Closing, of each satisfaction of the following conditions (it being understood that conditions, any one or more all of the following conditions which may be waived in whole or in part by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunder):Parent:

Appears in 2 contracts

Samples: Merger Agreement (Patina Oil & Gas Corp), Merger Agreement (Panhandle Royalty Co)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations Sub to consummate the Merger and take the other actions required to be taken transactions contemplated by them at the Closing this Agreement are subject to the fulfillment satisfaction at or satisfaction, as of prior to the Closing, Closing of each of the following conditions (it being understood that any one or more of the following conditions which may be waived in writing, in whole or in part, by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunderSub):

Appears in 2 contracts

Samples: Merger Agreement (Geisel Brian R), Merger Agreement (Goldleaf Financial Solutions Inc.)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations to consummate the Merger and take the other actions required to be taken by them at the Closing Sub hereunder are subject to the fulfillment fulfillment, at or satisfaction, as of before the Closing, of each of the following conditions (it being understood that all or any one or more of the following conditions which may be waived in whole or in part by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereundertheir sole discretion):

Appears in 2 contracts

Samples: Merger Agreement (Adam Inc), Merger Agreement (Adam Inc)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations Sub to consummate the Merger and take the other actions required to Transactions shall be taken by them at the Closing are subject to the fulfillment fulfillment, at or satisfaction, as of prior to the Closing, of each of the following conditions (it being understood that conditions, any one or more of the following conditions which may be waived in writing by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunder):its sole discretion:

Appears in 2 contracts

Samples: Merger Agreement (Rubicon Project, Inc.), Merger Agreement (Rubicon Project, Inc.)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations to consummate the Merger and take the other actions required to be taken by them at the Closing Sub hereunder are subject to the fulfillment or satisfactionsatisfaction on, and as of the Closing, of each of the following conditions (it being understood that any one or more of the following conditions which may be waived by Parent and Merger Sub Sub, but only in a writing signed by on behalf of Parent and that any such waiver shall not affect any rights to indemnification Merger Sub by Parent's Chief Executive Officer or any remedy hereunderChief Financial Officer):

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Silicon Image Inc), Agreement and Plan of Reorganization (Silicon Image Inc)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations Sub to consummate the Merger and take the other actions required to be taken by them at the Closing are subject to the fulfillment or satisfaction, as of at or before the Closing, of each of the following conditions (it being understood that all or any one or more of the following conditions which may be waived in whole or in part by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunderits sole discretion):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Anika Therapeutics, Inc.), Agreement and Plan of Merger (Anika Therapeutics, Inc.)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations Sub to consummate the Merger and take the other actions required Transactions shall be subject to be taken by them the satisfaction at the Closing are subject to the fulfillment or satisfaction, as of the Closing, of each of the following conditions conditions, any of which may be waived (to the extent permitted by Applicable Law), in writing, by Parent at or prior to the Effective Time (it being understood that any one or more each such condition is solely for the benefit of the following conditions Parent and may be waived in writing by Parent and Merger Sub in a writing signed by Parent and that its sole discretion without notice, liability or obligation to any such waiver shall not affect any rights to indemnification or any remedy hereunderPerson):

Appears in 2 contracts

Samples: Merger Agreement (Numerex Corp /Pa/), Merger Agreement (Sierra Wireless Inc)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations to consummate the Merger and take the other actions required to be taken by them at the Closing Sub hereunder are subject to the fulfillment or satisfactionsatisfaction on, and as of the Closing, of each of the following conditions (it being understood that any one or more of the following conditions which may be waived by Parent and Merger Sub Sub, but only in a writing signed by on behalf of Parent and that any such waiver shall not affect any rights to indemnification Merger Sub by its Chief Executive Officer or any remedy hereunderChief Financial Officer):

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Silicon Image Inc)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations Sub to consummate the Merger and take the other actions required to be taken by them at the Closing are subject to the fulfillment fulfillment, at or satisfaction, as of before the Closing, of each of the following conditions (it being understood that all or any one or more of the following conditions which may be waived in whole or in part by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereundertheir sole discretion):

Appears in 1 contract

Samples: Merger Agreement (First Solar, Inc.)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations Sub to consummate the Merger and take the other actions required contemplated to be taken by them Parent and Merger Sub at the Closing are subject to the fulfillment at or satisfaction, as prior to the Closing of (i) all of the Closing, conditions to the obligations of Parent and Merger Sub set forth in Section 7.1 and (ii) each of the following additional conditions (it being understood that any one or more all of the following conditions which may be waived by Parent and Merger Sub in a writing signed whole or in part to the extent permitted by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunderApplicable Laws):

Appears in 1 contract

Samples: Merger Agreement (Noble Corp / Switzerland)

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Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations to consummate the Merger and take the other actions required to be taken by them at the Closing Sub hereunder are subject to the fulfillment or satisfactionsatisfaction on, and as of the Closing, of each of the following conditions (it being understood that any one or more of the following conditions which may be waived by Parent and Merger Sub Sub, but only in a writing signed by on behalf of Parent and that any such waiver shall not affect any rights to indemnification Merger Sub by Parent's Chief Executive Officer, President, Systems Group or any remedy hereunderChief Financial Officer):

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Flextronics International LTD)

Conditions to Obligations of Parent and Merger Sub. Parent’s The respective obligations of Parent and Merger Sub’s obligations Sub to consummate the Merger and take the other actions required to be taken by them at the Closing are subject to the fulfillment or satisfaction, as of the Closing, of each of the following conditions (it being understood that conditions, any one or more all of the following conditions which may be waived in whole or in part by Parent and or Merger Sub in a writing signed Sub, as the case may be, to the extent permitted by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunder):applicable law:

Appears in 1 contract

Samples: Merger Agreement (Natural Wonders Inc)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations Sub to consummate the Merger, pay the Merger Consideration, and take otherwise consummate the other actions required to be taken by them at the Closing transactions contemplated hereby are subject to the fulfillment or satisfaction, as of the Closing, and satisfaction of each and every of the following conditions (it being understood that on or prior to the Closing, any one or more all of the following conditions which may be waived in writing in whole or in part by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunder):Parent:

Appears in 1 contract

Samples: Merger Agreement (Housecall Medical Resources Inc)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations Sub hereunder to consummate the Merger and take the other actions required to be taken by them at the Closing are subject to the fulfillment fulfillment, at or satisfaction, as of before the Closing, of each of the following conditions (it being understood that all or any one or more of the following conditions which may be waived in whole or in part by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunderits sole discretion):

Appears in 1 contract

Samples: Merger Agreement (Graham Field Health Products Inc)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligation of the Parent and Merger Sub’s obligations Sub to consummate effect the Merger and to take the other actions required contemplated hereunder to be taken by them at the Closing are is subject to the fulfillment or satisfaction, as of the Closing, waiver of each of the following conditions (it being understood that any one or more of the following conditions which may be waived in whole or in part by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunderthe Parent):

Appears in 1 contract

Samples: Merger Agreement (Live Nation, Inc.)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligations of Parent and Merger Sub’s obligations Sub under this Agreement to consummate the Merger and take the other actions required to be taken by them at effect the Closing are shall be subject to the fulfillment or satisfaction, as of at or prior to the Closing, of each all of the following conditions (it being understood that conditions, any one or more of the following conditions which may be waived by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunder):Parent:

Appears in 1 contract

Samples: Merger Agreement (LIVE VENTURES Inc)

Conditions to Obligations of Parent and Merger Sub. Parent’s The obligation of Parent and Merger Sub’s obligations Sub to consummate the Merger and to take the other actions required to be taken by them Parent and Merger Sub at the Closing pursuant to the terms of this Agreement are subject to the fulfillment or satisfaction, as of the Closing, of each satisfaction of the following conditions, unless waived (to the extent such conditions (it being understood that any one or more of the following conditions may can be waived waived) by Parent and Merger Sub in a writing signed by Parent and that any such waiver shall not affect any rights to indemnification or any remedy hereunder):Sub:

Appears in 1 contract

Samples: Merger Agreement (Accuride Corp)

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