Conditions to Obligations of Parent and the Merger Sub Sample Clauses

Conditions to Obligations of Parent and the Merger Sub. The obligation of Parent and the Merger Sub to effect the transactions contemplated in this Agreement is subject to the satisfaction of the following conditions unless waived, in whole or in part, by Parent:
Sample 1
Conditions to Obligations of Parent and the Merger Sub. The obligations of Parent and the Merger Sub under this Agreement to consummate the Closing are subject to the satisfaction of the following conditions (which conditions may be waived in whole or in part by Parent): (i) Each of the representations and warranties of the Company in this Agreement shall be true and correct on and as of the execution date and on and as of the Closing Date, as if made on and as of the Closing Date. (b) The Company shall have performed and complied with in all material respects all covenants, obligations and agreements under this Agreement required to be performed or complied with by it at or before the Closing. (c) Parent shall have received all of the documents and instruments required to be delivered by the Company prior to or at Closing including but not limited to (i) Officers Certificate, (ii) Certificate of Secretary of the Company; (iii) Consent of the Board of directors of the Company; (iv) Consent of the Stockholders of the Company; (v) a good standing certificate of the Company from the State of Delaware. (d) There shall not have occurred any Material Adverse Effect on the Company. (e) Parent shall have completed its due diligence review of the Company.
Sample 1Sample 2
Conditions to Obligations of Parent and the Merger Sub. The ------------------------------------------------------ obligations of the Parent and the Merger Sub to effect the Merger are also subject to the satisfaction or waiver by the Parent at or prior to the Effective Time of the following conditions:
Sample 1Sample 2
Conditions to Obligations of Parent and the Merger Sub. The obligation of each of Parent and Merger Sub to effect and consummate the Merger shall be subject to the satisfaction of or waiver by Parent and the Merger Sub prior to the Effective Time of the following additional conditions: (a) the representations and warranties of the Company set forth in Article III which are qualified as to materiality shall be true and correct when made on the date hereof and shall be true and correct as of the Effective Time as if made as of the Effective Time, except for those representations and warranties which are qualified as to materiality and are made as of a specific date, which shall be true and correct as of such date; the other representations and warranties of the Company set forth in Article III which are not so qualified as to materiality shall be true and correct in all material respects when made on the date hereof and shall be true and correct in all material respects as of the Effective Time as if made as of the Effective Time, except for those representations and warranties which are not so qualified as to materiality and are made as of a specific date, which shall be true and correct in all material respects as of such date; provided, however, for purposes of this Section 6.2(a), the representations and warranties of the Company set forth in Section 3.7(i) shall not be deemed to be untrue or incorrect in any material respect (i) if the financial performance of the Company with regard to the revenues, results of operations or other financial performance of the Company are materially consistent with the forecasts previously furnished by the Company to Parent; (ii) if the Company or its Subsidiaries lose on a net basis the services of less than 50 salaried employees or 50 hourly employees; or (iii) by reason of any matter arising out of the Company's relationship with Industrias Romi S.A.; (b) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (c) the Company shall have delivered to Parent and the Merger Sub a certificate of its President and Chief Financial Officer to the effect that each of the conditions specified in clause (a) of Section 6.1 and clauses (a), (b), (i) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations of Governmental Entities necessary to be obtained by it to consummate the Merger, and e...
Sample 1

Related to Conditions to Obligations of Parent and the Merger Sub

  • 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 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 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 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 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:

  • 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:

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

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

  • Conditions to Obligations of the Buyer The obligations of the Buyer under this Agreement are subject to the fulfillment, at the Closing Date, of the following conditions precedent, each of which may be waived in writing in the sole discretion of the Buyer: