CONDITIONS TO THE MERGER AND DELIVERABLES Sample Clauses

CONDITIONS TO THE MERGER AND DELIVERABLES. 42 8.1 Conditions to the Obligations of Each Party to Effect the Merger 42 8.2 Additional Conditions to Obligations of Buyer and MergerCo 43 8.3 Additional Conditions to Obligations of the Company 45 8.4 Frustration of Closing Conditions 46 ARTICLE IX TERMINATION 46 9.1 Termination 46 9.2 Effect of Termination 47 ARTICLE X STOCKHOLDERS’ REPRESENTATIVE 48 10.1 Appointment 48 10.2 Authorization 48 10.3 Agency 49 10.4 Indemnification of Stockholders’ Representative 49 10.5 Reasonable Reliance 49 10.6 Orders 49 10.7 Removal of Stockholders’ Representative; Authority of Stockholders’ Representative 50 10.8 Expenses of the Stockholders’ Representative 50 ARTICLE XI GENERAL PROVISIONS 50 11.1 Notices 50 11.2 Disclosure Schedules 52 11.3 Assignment 53 11.4 Severability 53 11.5 Interpretation 53 11.6 Fees and Expenses 54 11.7 Choice of Law 54 11.8 Service of Process; Venue 54 11.9 Specific Performance and Remedies 54 11.10 Amendment 55 11.11 Extension; Waiver 55 11.12 WAIVER OF JURY TRIAL 55 11.13 No Survival 55 11.14 Mutual Drafting 56 11.15 Waiver of Conflicts 56 11.16 Exhibits Within Exhibits 57 11.17 Miscellaneous 57 ANNEXES Annex A Defined Terms Annex B Merger Payment Allocation Schedule EXHIBITS Exhibit A Real Property Asset Purchase Agreement Exhibit B Contribution Agreement Exhibit C Form of Buyer Operating Agreement Exhibit D Form of Acquisition Promissory Note Exhibit E Form of Management Agreement Exhibit F Form of Master Real Property Lease Agreement Exhibit G Form of Master Real Property Sublease Agreement Exhibit H Form of Real Estate Loan Agreement Exhibit I Form of Mutual Release SCHEDULES Company Schedules Schedule 2.2 Rollover Holders Schedule 4.1(a) Good Standing and Foreign Qualification
Sample 1
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CONDITIONS TO THE MERGER AND DELIVERABLES. 8.1 Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger are subject to the fulfillment or waiver by written consent of the other party, where permissible, at or prior to the Effective Time, of each of the following conditions:
Sample 1

Related to CONDITIONS TO THE MERGER AND DELIVERABLES

  • 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

  • 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.

  • 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 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 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 Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date 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 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 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:

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