Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 18 contracts
Samples: Agreement and Plan of Merger (theMaven, Inc.), Agreement and Plan of Merger (Thestreet, Inc.), Agreement and Plan of Merger (Hardinge Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by where permissible under applicable Law) waiver by of the Company and Parent following conditions at or prior to the Effective Time of the following conditionsClosing Date:
Appears in 18 contracts
Samples: Agreement and Plan of Merger (China Zenix Auto International LTD), Agreement and Plan of Merger (Tang Liang), Agreement and Plan of Merger (Ossen Innovation Co. Ltd.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, on the one hand, and Parent and Sub, on the other hand, to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) or, if permissible, waiver by the Company and Parent at or prior to the Effective Time party for whose benefit such conditions exist) of the following conditions:
Appears in 14 contracts
Samples: Agreement and Plan of Reorganization and Merger (Valicert Inc), Agreement and Plan of Merger (Rite Aid Corp), Agreement and Plan of Merger (Igo Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver (to the extent permitted by where permissible under applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Mam Software Group, Inc.), Agreement and Plan of Merger (Highpower International, Inc.), Agreement and Plan of Merger (Asv Holdings, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the First Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Crescent Capital BDC, Inc.), Agreement and Plan of Merger (Barings BDC, Inc.), Agreement and Plan of Merger (Sierra Income Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (waiver in writing to the extent permitted by Law) waiver by the Company and Parent applicable Law at or prior to the Effective Time of the following conditions:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Layne Christensen Co), Agreement and Plan of Merger (Granite Construction Inc), Agreement and Plan of Merger (TTM Technologies Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Amryt Pharma PLC), Agreement and Plan of Merger (Chiasma, Inc), Shareholders Agreement (Mobile Mini Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time Merger Closing Date of the following conditions:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (WPX Energy, Inc.), Agreement and Plan of Merger (Multimedia Games Holding Company, Inc.), Agreement and Plan of Merger (Bally Technologies, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and MergerSub to consummate the Merger are subject to the satisfaction or waiver in writing (to the extent as permitted by applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted not prohibited by Law) waiver by the Company Company, Parent and Parent Acquisition Sub at or prior to the Effective Time of the following conditions:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Home Point Capital Inc.), Agreement and Plan of Merger (Servicesource International, Inc.), Rights Agreement (RR Donnelley & Sons Co)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent satisfaction, at or prior to before the Effective Time Time, of each of the following conditions:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Blair Corp), Agreement and Plan of Merger (MLE Holdings, Inc.), Agreement and Plan of Merger (Datastream Systems Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company and Buyer to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time Buyer of the following conditions:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Digital Generation, Inc.), Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Co to consummate the Merger are subject to the satisfaction or waiver in writing (to where permissible) as of the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time Closing of the following conditions:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Transmontaigne Inc), Agreement and Plan of Merger (Sequa Corp /De/), Agreement and Plan of Merger (Transmontaigne Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or (to the extent permitted by permissible under Applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (Foundation Medicine, Inc.), Agreement and Plan of Merger (NPS Pharmaceuticals Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Acquisition Corp. to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent satisfaction, at or prior to before the Effective Time Time, of each of the following conditions:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger and the other Transactions are subject to the satisfaction or written waiver (to the extent permitted by where permissible under applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (SKY-MOBI LTD), Agreement and Plan of Merger (Sequoia Capital China I Lp), Agreement and Plan of Merger (Chiu Na Lai)
Conditions to the Obligations of Each Party. The respective obligations of each party the parties hereto to consummate the Merger are subject to the satisfaction or written waiver (to the extent permitted by where permissible under applicable Law) waiver by the Company and Parent at or prior to the Effective Time of each of the following conditions:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Greenidge Generation Holdings Inc.), Agreement and Plan of Merger (Support.com, Inc.), Agreement and Plan of Merger (FAST Acquisition Corp.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cepheid), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Wausau Paper Corp.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver (to the extent permitted by where permissible under applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Nordson Corp), Agreement and Plan of Merger (Atrion Corp), Voting and Support Agreement (Nordson Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by where permissible under applicable Law) waiver by of the Company and Parent at following conditions on or prior to the Effective Time of the following conditionsClosing Date:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (TDCX Inc.), Agreement and Plan of Merger (Genetron Holdings LTD), Agreement and Plan of Merger (O2micro International LTD)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Xxxxxx Sub to consummate the Merger Transactions, including the Merger, are subject to the satisfaction or waiver (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time Closing of the following conditions:
Appears in 5 contracts
Samples: Merger Agreement and Plan of Reorganization (Progressive Care Inc.), Merger Agreement and Plan of Reorganization (NextPlat Corp), Merger Agreement and Plan of Reorganization (Progressive Care Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time Closing of the following conditions:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ribbon Communications Inc.), Agreement and Plan of Merger (Genomic Health Inc), Agreement and Plan of Merger (Exact Sciences Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or (to the extent permitted by waiver, if permissible under Applicable Law) waiver by the Company and Parent at on or prior to the Effective Time Closing Date of the following conditions:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (LiveVox Holdings, Inc.), Agreement and Plan of Merger (NICE Ltd.), Agreement and Plan of Merger (InvenSense Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party of the Parties to consummate the Merger are shall be subject to the satisfaction (or (to the extent permitted by Law) waiver by the Company and Parent Parent, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions:
Appears in 5 contracts
Samples: And Restated Agreement and Plan of Merger (Insite Vision Inc), Agreement and Plan of Merger (Insite Vision Inc), Agreement and Plan of Merger (QLT Inc/Bc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or (to the extent permitted by permissible under Applicable Law, waiver) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver in writing (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Myriad Pharmaceuticals, Inc.), Agreement and Plan of Merger (PRA International), Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Co to consummate the Merger are subject to the satisfaction or waiver in writing (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (Open Solutions Inc), Agreement and Plan of Merger (King Luther Capital Management Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver by each party (to the extent permitted by Applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (RiskMetrics Group Inc), Agreement and Plan of Merger (MSCI Inc.), Agreement and Plan of Merger (Xto Energy Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time Closing of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Purchaser to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent satisfaction, at or prior to before the Effective Time Time, of each of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Best Buy Co Inc), Agreement and Plan of Merger (Napster Inc), Agreement and Plan of Merger (Guideline, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, THL and Parent to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by where permissible under applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sogou Inc.), Agreement and Plan of Merger (Tencent Holdings LTD), Agreement and Plan of Merger (Sogou Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are shall be subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at waiver, on or prior to the Effective Time Closing Date, of each of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Breeze-Eastern Corp), Agreement and Plan of Merger (Aerosonic Corp /De/), Agreement and Plan of Merger (Coleman Cable, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Parties to consummate the Merger are subject to the satisfaction or written waiver (to the extent permitted by where permissible under Applicable Law) waiver by the Company mutual written consent of Parent and Parent the Company, at or prior to the Merger Effective Time of each of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CSS Industries Inc), Agreement and Plan of Merger (Ig Design Group Americas, Inc.), Agreement and Plan of Merger (Essendant Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Sub to consummate the Merger are and the transactions contemplated by this Agreement shall be subject to the satisfaction (or (to the extent permitted by Lawlegally permissible, waiver) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and MergerCo to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent in writing at or prior to the Merger Effective Time of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Darwin Professional Underwriters Inc), Agreement and Plan of Merger (Allied World Assurance Co Holdings LTD), Agreement and Plan of Merger (Alleghany Corp /De)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (or, to the extent permitted by Law) legally permissible, waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Chase Corp), Agreement and Plan of Merger (Chase Corp), Agreement and Plan of Merger (Lydall Inc /De/)
Conditions to the Obligations of Each Party. The respective obligations of each party hereto to consummate the Merger Merger, are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Twitter, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Sub to consummate the Merger are shall be subject to the satisfaction (or (to the extent permitted by Lawlegally permissible, waiver) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Genesis Health Ventures Inc /Pa), Agreement and Plan of Merger (NCS Healthcare Inc), Agreement and Plan of Merger (Omnicare Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Parties to consummate the Merger are subject to the satisfaction or written waiver (to the extent permitted by where permissible under Applicable Law) waiver by the Company and Parent at or prior to the Merger Effective Time of each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rhino SpinCo, Inc.), Agreement and Plan of Merger (Genuine Parts Co), Agreement and Plan of Merger (Lockheed Martin Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by where permissible under Applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shanda Interactive Entertainment LTD), Agreement and Plan of Merger (Ku6 Media Co., LTD), Agreement and Plan of Merger (Omthera Pharmaceuticals, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger Mergers are subject to the satisfaction or (to the extent permitted not prohibited by Law) waiver by the Company Company, Parent, Merger Sub I and Parent Merger Sub II at or prior to the First Effective Time of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Matterport, Inc./De), Agreement and Plan of Merger and Reorganization (Costar Group, Inc.), Agreement and Plan of Merger and Reorganization (Matterport, Inc./De)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Acquisition Sub to consummate the Merger are subject to the satisfaction (or (to the extent permitted written waiver by all parties, if permissible under Applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Athlon Energy Inc.), Agreement and Plan of Merger (Encana Corp), Agreement and Plan of Merger (Priceline Group Inc.)
Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent, Bidco and each party Merger Sub to consummate the Merger Mergers are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Astrazeneca PLC), Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Acquiror, First Merger Sub and Second Merger Sub to consummate the Merger Transactions, including the Mergers, are subject to the satisfaction or waiver (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 3 contracts
Samples: Business Combination Agreement and Plan of Reorganization (Jet Token Inc.), Business Combination Agreement and Plan of Reorganization (Oxbridge Acquisition Corp.), Business Combination Agreement (Tortoise Acquisition Corp. II)
Conditions to the Obligations of Each Party. The respective obligations of each party Parent, Merger Sub and the Company to consummate effect the Merger are subject to the satisfaction or (to of the extent permitted by Law) waiver by the Company and Parent following conditions at or prior to the Effective Time of Time, unless waived (other than the following conditionscondition set forth in Section 9.1(a), which may not be waived) in writing by all Parties:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Pep Boys Manny Moe & Jack), Iii Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Merger Sub and the Shareholders to consummate the Merger are subject to the satisfaction or (to the extent or, if permitted by applicable Law) , waiver by the Company and Parent at or prior to the Effective Time party for whose benefit such condition exist) of the following conditions:
Appears in 3 contracts
Samples: Agreement (Mikasa Inc), Recapitalization Agreement and Plan of Merger (Equitrac Corporation), Recapitalization Agreement and Plan of Merger (Equitrac Corporation)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Holdco, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Full Alliance International LTD), Agreement and Plan of Merger (Yongye International, Inc.), Agreement and Plan of Merger (Morgan Stanley)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (or, to the extent permitted by Law) legally permissible and permissible under this Agreement, mutual waiver by the Company and Parent at or prior to the Effective Time of each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Washington Dennis R), Agreement and Plan of Merger (Sokol David L), Agreement and Plan of Merger (Atlas Corp.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by each of the parties intended to benefit therefrom, to the extent permitted by applicable Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Golden Poultry Co Inc), Agreement and Plan of Merger (Gold Kist Inc), Agreement and Plan of Merger (National Transaction Network Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent, First Merger Sub and Second Merger Sub to consummate the Merger Mergers are subject to the satisfaction or written waiver (to the extent permitted by where permissible under applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Grail, LLC), Agreement and Plan of Merger (Grail, LLC), Agreement and Plan of Merger (Illumina, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time of each party of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger (I Many Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Sub to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) written waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mueller Industries Inc), Agreement and Plan of Merger (Tecumseh Products Co), Agreement and Plan of Merger (Tecumseh Products Co)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger and the other Transactions are subject to the satisfaction or written waiver (to the extent permitted by where permissible under applicable Law) waiver by the Company and Parent at or prior to the Effective Time Closing Date of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cnshangquan E-Commerce Co., Ltd.), Agreement and Plan of Merger (ChinaEquity USD Fund I L.P.), Agreement and Plan of Merger (Mecox Lane LTD)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (or, to the extent permitted by Law, the waiver in writing by each such party) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, SpinCo, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (or, to the extent permitted by Applicable Law) , waiver by Parent and the Company and Parent at or prior to the Effective Time Company) of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transportation Systems Holdings Inc.), Agreement and Plan of Merger (Westinghouse Air Brake Technologies Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted not prohibited by Law) waiver by the Company Company, the Acquiring Parties and Parent Merger Sub at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Veoneer, Inc.), Agreement and Plan of Merger (Qualcomm Inc/De)
Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger Mergers and the transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Adviser Merger Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ares Capital Corp), Agreement and Plan of Merger (American Capital, LTD)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by Parent and the Company and Parent at on or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Palm Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party Parent, Merger Subsidiary and the Company to consummate the Merger are is subject to the satisfaction or (to the extent permitted by Applicable Law) waiver in writing by the Company and Parent each such party at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McAfee Corp.), Agreement and Plan of Merger (McAfee Corp.)
Conditions to the Obligations of Each Party. The respective obligations of each party Parent, Acquisition Sub and the Company to consummate the Merger are shall be subject to the satisfaction (or (to waiver by each of Parent and the extent permitted by Company if permissible under applicable Law) waiver by the Company and Parent at or prior to the Effective Time Time, of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Purchaser to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent in writing at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Fiber Systems, Inc.), Agreement and Plan of Merger (Fibernet Telecom Group Inc\)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fogo De Chao, Inc.), Agreement and Plan of Merger (Fogo De Chao, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and MergerCo to consummate the Merger are subject to the satisfaction or waiver in writing (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dendrite International Inc), Agreement and Plan of Merger (Cutter & Buck Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or (to the extent permitted by Law) waiver by the Company and Parent party entitled to the benefit thereof, if permissible under Applicable Law) at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sizmek Inc.), Agreement and Plan of Merger (Sizmek Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent, Merger Sub 1 and Merger Sub 2 to consummate the Merger Mergers are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Humana Inc), Agreement and Plan of Merger (Aetna Inc /Pa/)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company and Buyer to consummate the Merger are subject to the satisfaction or (or, to the extent permitted by Lawlegally permissible, waiver) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Saunders Acquisition Corp), Agreement and Plan of Merger (Franklin Electronic Publishers Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (or, to the extent permitted by Law) , waiver by the Company and Parent of, at or prior to the Effective Time Closing, of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Darden Restaurants Inc), Agreement and Plan of Merger (Chuy's Holdings, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the parties to consummate the Merger are subject to the satisfaction (or (to the extent permitted by Law) waiver by the Company and Parent in accordance with Section 7.04 hereof), at or prior to the Effective Time Time, of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aros Corp), Agreement and Plan of Merger (Aros Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent, Midco and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver (to the extent permitted by where permissible under applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chen Chris Shuning), Agreement and Plan of Merger (Pactera Technology International Ltd.)
Conditions to the Obligations of Each Party. The respective obligations of each party hereto to consummate the Merger are subject to the satisfaction (or (to the extent permitted by Law) mutual waiver by the Company each of Parent and Parent at Company, if permissible under applicable Legal Requirements) on or prior to the Effective Time Closing Date of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elizabeth Arden Inc), Agreement and Plan of Merger (Revlon Inc /De/)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (to the extent permitted by applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stewart Enterprises Inc), Agreement and Plan of Merger (Service Corporation International)
Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted not prohibited by Law) waiver by the Company Company, Parent and Parent Merger Sub at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SP Plus Corp), Agreement and Plan of Merger (SP Plus Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (or, to the extent permitted by Law, waiver) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brookfield Asset Management Reinsurance Partners Ltd.), Agreement and Plan of Merger (American National Group Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at on or prior to the Effective Time of the following conditions, except to the extent permitted by applicable law, that such conditions may be waived:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LCS Industries Inc), Agreement and Plan of Merger (Clientlogic Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and MergerSub to consummate the Merger Mergers are subject to the satisfaction or waiver in writing (to the extent as permitted by applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Plan Excel Realty Trust Inc), Agreement and Plan of Merger (Centro Properties LTD)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or (to the extent permitted by written waiver, if permissible under applicable Law) waiver by the Company and Parent at on or prior to the Effective Time Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gen Probe Inc), Agreement and Plan of Merger (Hologic Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party of the parties to consummate the Merger are shall be subject to the satisfaction (or (to the extent permitted by Law) waiver by the Company and Parent Parent, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Staples Inc), Agreement and Plan of Merger (Office Depot Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commonwealth Industries Inc/De/), Agreement and Plan of Merger (Imco Recycling Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger transactions contemplated by this Agreement, including the Merger, are subject to the satisfaction or (to the extent permitted not prohibited by Law) waiver by the Company Company, Parent and Parent Acquisition Sub at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TFI International Inc.), Agreement and Plan of Merger (Daseke, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Holdco, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chuanwei Zhang), Agreement and Plan of Merger (China Ming Yang Wind Power Group LTD)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver (to the extent permitted by where permissible under applicable Law) waiver by the Company and Parent at on or prior to the Effective Time Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Axonics, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party Parent, Merger Subsidiary and the Company to consummate the Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by the Company and or Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ultratech Inc), Agreement and Plan of Merger (Veeco Instruments Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (or, to the extent permitted by Lawlegally permissible, waiver) waiver by the Company and Parent at or prior to the Effective Time Closing of the following conditions:
Appears in 2 contracts
Samples: Employment Agreement (Vfinance Inc), Employment Agreement (National Holdings Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Purchaser to consummate the Merger are subject to the satisfaction or written waiver (to the extent permitted by where permissible under applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crystal Rock Holdings, Inc.), Agreement and Plan of Merger (Arctic Cat Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and MergerSub to consummate the Merger are subject to the satisfaction or waiver in writing (to the extent as permitted by applicable Law) waiver by the Company and Parent at or prior to the Effective Time of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Physicians Formula Holdings, Inc.), Agreement and Plan of Merger (Physicians Formula Holdings, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction satisfaction, or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time Time, of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Switch & Data Facilities Company, Inc.), Agreement and Plan of Merger (Equinix Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Purchaser to consummate the Merger are subject to the satisfaction or waiver in writing (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Merger Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cnet Networks Inc), Agreement and Plan of Merger (CBS Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Purchaser to consummate the Merger are subject to the satisfaction or waiver in writing (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Astrazeneca PLC), Agreement and Plan of Merger (Medimmune Inc /De)
Conditions to the Obligations of Each Party. The respective obligations of each party hereto to consummate the Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by the Company and the Parent at or prior to the Effective Time Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nature's Miracle Holding Inc.), Agreement and Plan of Merger (Agrify Corp)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by where permissible under applicable Law) waiver by of the Company and Parent following conditions at or prior to the Effective Time of the following conditionsClosing Date:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yan Rick), Agreement and Plan of Merger (51job, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or (to the extent permitted written waiver by all parties, if permissible under Applicable Law) waiver by the Company and Parent at or prior to the Effective Time of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cotiviti Holdings, Inc.), Agreement and Plan of Merger (Cbeyond, Inc.)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (or, to the extent permitted by Applicable Law) , waiver by the Company and Parent at of, on or prior to the Effective Time Closing, of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Del Taco Restaurants, Inc.), Agreement and Plan of Merger (Jack in the Box Inc /New/)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger Transactions, including the Merger, are subject to the satisfaction or waiver (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time Closing of the following conditions:
Appears in 2 contracts
Samples: Merger Agreement and Plan of Reorganization (Mana Capital Acquisition Corp.), Business Combination Agreement (New Beginnings Acquisition Corp.)
Conditions to the Obligations of Each Party. The respective obligations of each party Parent, Merger Subsidiary and the Company to consummate the transactions contemplated by this Agreement and effect the Merger are subject to the satisfaction or (to of the extent permitted by Law) waiver by the Company and Parent following conditions, at or prior to the Effective Time of the following conditionsunless waived in writing by all parties:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eresearchtechnology Inc /De/), Agreement and Plan of Merger (Phoenix Technologies LTD)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or mutual waiver (to the extent permitted by applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zoetis Inc.), Agreement and Plan of Merger (Abaxis Inc)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent, Merger Sub I and Merger Sub II to consummate the Merger are Transactions are, subject to the satisfaction or waiver (to the extent permitted by Law) waiver where permissible and by the Company and Parent Party for whose benefit such condition exists) at or prior to the Effective Time Closing, of the following conditions:
Appears in 2 contracts
Samples: Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by where permissible under applicable Law) waiver by of the Company and Parent following conditions at or prior to the Effective Time of the following conditionsTime:
Appears in 2 contracts
Samples: Merger Agreement (Avolon Holdings LTD), Agreement and Plan of Merger (China Mobile Games & Entertainment Group LTD)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company Entities, the Parent Entities and the Merger Subs to consummate the Merger are Mergers shall be subject to the satisfaction (or (to the extent permitted by Law) written waiver by the Company Entities, the Parent Entities and Parent the Merger Subs, if permissible by Law), at or prior to the Effective Time Time, of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endeavor Group Holdings, Inc.), Agreement and Plan of Merger (Emanuel Ariel)
Conditions to the Obligations of Each Party. The respective obligations obligation of each party to consummate the Merger Mergers are subject to the satisfaction or (or, to the extent permitted by applicable Law) , waiver by each of Parent and the Company and Parent of, at or prior to the Effective Time Closing, of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pebblebrook Hotel Trust), Agreement and Plan of Merger (LaSalle Hotel Properties)
Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by Lawwhere permissible) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stonemor Inc.), Agreement and Plan of Merger (Synutra International, Inc.)
