CONDITIONS TO THE FIRST MERGER Sample Clauses

CONDITIONS TO THE FIRST MERGER. 67 6.1 Conditions to Obligations of Each Party to Effect the First Merger 67 6.2 Conditions to the Obligations of Parent and Merger Sub I 67 6.3 Conditions to Obligations of the Company 68 Article VII SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; ESCROW 69 7.1 Survival 69 7.2 Indemnification 70 7.3 Certain Limitations 71 7.4 Claims for Indemnification; Resolution of Conflicts 73 7.5 Third Party Claims Party Claims 76 7.6 Securityholder Representative 76 7.7 Treatment of Payments of Payments 78 Article VIII TERMINATION, AMENDMENT AND WAIVER 78 8.1 Termination 78 8.2 Effect of Termination 79 Article IX GENERAL PROVISIONS 79 9.1 Notices 79 9.2 Interpretation 80 9.3 Counterparts 81 9.4 Entire Agreement; Assignment 81 9.5 Severability 81 9.6 Extension and Waiver 81 9.7 Amendment 81 9.8 Specific Performance 82 9.9 Other Remedies 82 9.10 Governing Law 82 9.11 Pre-Closing Exclusive Jurisdiction 82
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CONDITIONS TO THE FIRST MERGER. 8.1Conditions to the Obligations of Each Party to Effect the First Merger. The respective obligations of the Company, Purchaser and Sub I to effect the First Merger shall be subject to the satisfaction, at or prior to the Closing, of the following conditions:
Sample 1
CONDITIONS TO THE FIRST MERGER. Section 7.1 Conditions to Obligations of Each Party to Effect the First Merger 47 (a) Regulatory Consent 48 (b) No Order 48 (c) Governmental Restrictions 48 (d) Parent Stockholder Approval 48 Section 7.2 Additional Conditions to Obligations of Xxxxxxx and the Company 48 (a) Representations and Warranties 48 (b) Agreements and Covenants 48 (c) Real Estate Purchase Agreement 49 (d) Registration Rights Agreement 49 Section 7.3 Additional Conditions to the Obligations of the Parent and Merger Sub 49 (a) Representations and Warranties 49 (b) Agreements and Covenants 49 (c) [Reserved] 49 (d) Consents 49 (e) Material Adverse Effect 49 (f) Financial Statements 49 (g) Resignations 50 (h) Shareholder Approval 50 (i) Shareholder List 50 (j) Non-Competition Agreement 50 (k) Parent Common Stock 50 (l) GE Financing 50 (m) Pay-off Letters 50 (n) Charter Documents 50 (o) Evidence of Termination of Certain Agreements 50 (p) Real Estate Purchase Agreement 50 (q) Transferred Property 51 (r) Estoppel Certificates 51 (s) Tax Audits 51 ARTICLE VIII INDEMNIFICATION
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CONDITIONS TO THE FIRST MERGER 
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Related to CONDITIONS TO THE FIRST MERGER

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • CONDITIONS TO THE MERGERS 36 Termination of the Mergers and the Merger Agreement..................... 37

  • CONDITIONS TO MERGER Section 6.1. Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction or waiver by each party prior to the Effective Time of the following conditions:

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • CONDITIONS PRECEDENT TO THE MERGER The obligations of the Parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • Conditions to the Distribution (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

  • Legal Conditions to the Merger (a) Subject to the terms hereof, the Company and the Fund shall each use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby and by the Company Stockholders’ Agreement as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company, Acquisition LLC or the Fund or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the Company Stockholders’ Agreement and the consummation of the transactions contemplated hereby and thereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Company Stockholders’ Agreement, and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Company Stockholders’ Agreement. The Company and the Fund shall cooperate with each other in connection with the making of all such filings. The Company and the Fund shall use their respective reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement and the Company Stockholders’ Agreement.

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