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

Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Merger shall be further subject to the satisfaction or waiver (where permissible pursuant to applicable Law) prior to the Closing of each of the following conditions, any of which may be waived exclusively by Parent: (a) all of the representations and warranties of the Company contained in this Agreement (other than the representations and warranties of the Company set forth in Section 3.01, Section 3.02(a), Section 3.02(b), Section 3.03, Section 3.09(b), Section 3.21, Section 3.22 and Section 3.23), without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct except for any failure of such representations and warranties to be true and correct that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (ii) the representations and warranties of the Company set forth in Section 3.01, Section 3.03, Section 3.21, Section 3.22 and Section 3.23 shall be true and correct in all material respects; (iii) the representations and warranties of the Company set forth in Section 3.09(b) shall be true and correct in all respects; and (iv) the representations and warranties of the Company contained in Section 3.02(a) and Section 3.02(b) shall be true and correct in all respects except for any failure of such representations and warranties to be true and correct would not increase the aggregate consideration payable by Parent to the holders of Shares, Company Options and RSUs by more than a de minimus amount; in the case of each of clause (i), (ii), (iii) and (iv), as of immediately prior to the Closing as though made as of the date of this Agreement and as of such date (except to the extent expressly made as of a specific date, in which case as of such specific date, which need only be true and correct as of such date or time); (b) the Company shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect; and (d) the Company shall have delivered to Parent a certificate signed on behalf of the Company by an executive officer of the Company as to the satisfaction of the conditions in Sections 6.02(a), (b) and (c).

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (West Marine Inc)

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Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate effect the Merger shall be further subject to the satisfaction (or waiver (where permissible pursuant to applicable Lawby Parent ) at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (a) all of (i) the representations and warranties of the Company contained in this Agreement (other than the representations and warranties of the Company set forth in the first sentence of Section 3.013.01(a), the first sentence of Section 3.01(b), Section 3.02(a), Section 3.02(b), Section 3.033.02(d), Section 3.02(e), the first two sentences of Section 3.03(a), Section 3.09(b), Section 3.21, Section 3.22 and Section 3.23), without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct except for any failure of such representations and warranties to be true and correct that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (ii) the representations and warranties of the Company set forth in Section 3.013.02(a), Section 3.033.02(b), Section 3.213.02(d), Section 3.22 3.02(e) and the second sentence of Section 3.23 shall be true and correct in all material respects; and (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.01(a), the first sentence of Section 3.01(b), the first two sentences of Section 3.03(a), Section 3.09(b) and the first sentence of Section 3.23 shall be true and correct in all respects; and (iv) the representations and warranties of the Company contained in Section 3.02(a) and Section 3.02(b) shall be true and correct in all respects except for any failure of such representations and warranties to be true and correct would not increase the aggregate consideration payable by Parent to the holders of Shares, Company Options and RSUs by more than a de minimus amount; in the case of each of clause (i), (ii), (iii) and (iviii), as of immediately prior to the date of the Closing as though made as of the date of this Agreement on and as of such date (except to the extent expressly made as of a specific date, in which case as of such specific date, which need only be true and correct as of such date or time); (b) the Company shall have performed or and complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Closingit; (c) since the date of this Agreement, there shall have not been any changes, circumstances, events or effects that, individually or in the aggregate, have occurred had or would reasonably be expected to have a Company Material Adverse Effect; and (d) the Company Parent shall have delivered to Parent received a certificate signed on behalf of the Company by an executive officer of the Company as to the satisfaction of the conditions in Sections 6.02(aclauses (a), (b) and (c)) of this Section 6.02.

Appears in 1 contract

Samples: Merger Agreement (Beam Inc)

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Conditions to Obligations of Parent and Sub. The obligations obligation of Parent and Sub to consummate effect the Merger shall be transactions contemplated by this Agreement are further subject to the satisfaction or waiver (where permissible pursuant to applicable Law) prior to the Closing of each of the following conditions, any of which may be waived exclusively by Parent: (a) all of the The representations and warranties of the Company contained and of the 5% Stockholders in this Agreement (other than the representations and warranties of the Company set forth in Section 3.01, Section 3.02(a), Section 3.02(b), Section 3.03, Section 3.09(b), Section 3.21, Section 3.22 and Section 3.23), without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct except (without regard for any failure materiality, Material Adverse Effect or similar qualifiers) as of the date hereof and at and as of the Closing Date with the same force and effect as though such representations and warranties to be true and correct that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (ii) the representations and warranties of the Company set forth in Section 3.01, Section 3.03, Section 3.21, Section 3.22 and Section 3.23 shall be true and correct in all material respects; (iii) the representations and warranties of the Company set forth in Section 3.09(b) shall be true and correct in all respects; and (iv) the representations and warranties of the Company contained in Section 3.02(a) and Section 3.02(b) shall be true and correct in all respects except for any failure of such representations and warranties to be true and correct would not increase the aggregate consideration payable by Parent to the holders of Shares, Company Options and RSUs by more than a de minimus amount; in the case of each of clause (i), (ii), (iii) and (iv), as of immediately prior to the Closing as though had been made as of the date of this Agreement at and as of such time, other than representations and warranties which speak as of another specific date (except or time prior to the extent expressly made as of a specific date, in which case as of such specific date, date hereof (which need only be true and correct as of such date or time);, except for failures to be true and correct, in the aggregate, which have not had and could not reasonably be expected to have a Material Adverse Effect on the Company and except for failures to be true and correct, in the aggregate, which would not materially increase the costs or decrease the benefits expected to be derived from the transactions contemplated hereby. (b) Each of the Company Company, the Stockholder and the Archbold Trust shall have performed or complied in all material respects with all obligations, agreements and covenants obligations required by this Agreement to be performed or complied with by it under this Agreement at or prior to or at the Closing;. (c) since the date of this Agreement, there There shall not have occurred any events that have had or are reasonably likely to have a Company Material Adverse Effect; andEffect on the Company. (d) All consents or approvals listed in Section 2.4 of the Disclosure Schedule shall have been obtained and any other consents or approvals, the absence of which would have a Material Adverse Effect, shall have been obtained. (e) Holders of no more than 5% of the outstanding Shares shall have exercised dissenter's rights. (f) Parent shall have received from the Company shall have delivered to Parent a certificate signed on behalf of certificate, dated the Company Closing Date, duly executed by an executive officer of the Company as and by each of the 5% Stockholders, to the satisfaction effect of (a)-(e) above. (g) Parent shall have received "Phase I" and limited "Phase II" environmental reports regarding the Company and such reports shall be in form and substance satisfactory to Parent. (h) Parent shall have received a title report covering the real property owned by the Company and such report shall be in form and substance satisfactory to Parent. (i) Parent shall, in its sole and absolute discretion, be satisfied that the issuance of Parent Shares as contemplated by this Agreement does not require registration under the Securities Act or state securities laws. (j) Parent shall have received an executed copy of the conditions Clarification Addendum to the 1981 Memorandum of Agreement between Xxxxxxx & Xxxxxxxx, Inc. and the Company and such executed addendum shall be in Sections 6.02(a), (b) form and (c)substance satisfactory to Parent.

Appears in 1 contract

Samples: Merger Agreement (CVC Inc)

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