Conditions to Obligations of Parent and Merger Subsidiary Sample Clauses

Conditions to Obligations of Parent and Merger Subsidiary. The respective obligations of Parent and Merger Subsidiary to consummate the Merger shall be subject to the fulfillment at or prior to the Closing of the following additional conditions, any or all of which may be waived by Parent, in whole or in part, to the extent permitted by applicable Law:
Sample 1Sample 2Sample 3See All (26)
AutoNDA by SimpleDocs
Conditions to Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:
Sample 1Sample 2Sample 3See All (19)
Conditions to Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to effect the Merger shall be further subject to the satisfaction (or waiver by Parent) at or prior to the Effective Time of each of the following conditions: (a) the representations and warranties of the Company contained in (i) Section 4.05(a) and Section 4.05(b) shall be true and correct in all respects as of the Effective Time as if made at and as of such time (except to the extent that any portion of such representation or warranty, by its terms, is expressly limited to a specific date, in which case such representation or warranty shall be true and correct as of such date), except for any inaccuracies that would result in no more than a de minimis increase in the sum of aggregate consideration paid under Article 2, (ii) Section 4.02, Section 4.06 (with respect to the ownership of the companies listed on Schedule 9.02(a) of the Disclosure Schedule) and Section 4.17 shall be true and correct in all material respects (without giving effect to any “materiality,” “Company Material Adverse Effect” or any similar standard or qualification contained therein) as of the Effective Time as if made at and as of such time, and (iii) the representations and warranties of the Company set forth in this Agreement (other than those set forth in clause (i) or clause (ii) but including those portions of Section 4.06 not covered by clause (ii)) shall be true and correct in all respects as of the Effective Time, as if made at and as of such time (except to the extent that any such representation or warranty, by its terms, is expressly limited to a specific date, in which case such representation or warranty shall be true and correct as of such date), except where the failure of such representation or warranty to be true and correct has not had, and would not reasonably be expected to have, a Company Material Adverse Effect (without giving effect to any “materiality,” “Company Material Adverse Effect” or any similar standard or qualification contained therein). (b) The Company shall have (i) complied in all respects with Sections 6.01(a) through 6.01(e) and (ii) performed and complied in all material respects with its other obligations, covenants or agreements contained in the Agreement required to be performed or complied with at or prior to the Effective Time. (c) There shall not have been a Company Material Adverse Effect following the date hereof. (d) Parent and Merger Subsidiary shall have received at the Closing a certif...
Sample 1
Conditions to Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following condition: Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.
Sample 1Sample 2

Related to Conditions to Obligations of Parent and Merger Subsidiary

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • CONDITIONS PRECEDENT 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 are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Performance of Obligations of Parent and Merger Sub Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!