Conditions to the Obligations of Merger Sub Sample Clauses

Conditions to the Obligations of Merger Sub. The obligations of Merger Sub to consummate the Merger are subject to the satisfaction or waiver by Merger Sub of the following further conditions: - the Company will have performed, in all material respects, all of its obligations required under the Merger Agreement to be performed by it at or prior to the Effective Time each of the representations and warranties of the Company contained in the Merger Agreement that are qualified by materiality or by Company Material Adverse Effect will be true and correct, and that are not so qualified will be 55 61 true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date; - Saw Mill, Parent and Merger Sub will have received an opinion of counsel from the Special Committee's legal counsel; - the Surviving Corporation will have obtained the Debt and Preferred Equity Financing on the terms and conditions set forth in the Commitment Letters or otherwise obtained debt and/or equity financing sufficient to complete the Merger and to pay all fees and expenses in connection with the Merger and to provide working capital for the Surviving Corporation; - since December 31, 1998, no event has occurred or will occur which has or which would reasonably be expected to have a Company Material Adverse Effect; - all Company Stock Options will be extinguished and, as of immediately prior to Closing, the Company will have no liability or obligation with respect to any such Company Stock Options; - except as set forth in the Merger Agreement, all outstanding indebtedness for borrowed money of the Company or any of its subsidiaries will be paid in full, any letters of credit of the Company or any of its subsidiaries will be terminated and the Company will have obtained the release of all liens or encumbrances on the capital stock of the Company or any of its subsidiaries and all assets of the Company or any of its subsidiaries securing indebtedness, and the release of all guarantees by the Company or any of its subsidiaries of indebtedness for borrowed money; - the Company will have obtained all consents, authorizations, approvals and waivers from third parties which are necessary in order to enable the completion of the transactions contemplated by the Merger Agreement and the Surviving Corporation to conduct its business in all material respects after the Closing Date on the same basis as it is currently conducted; and - the Dissenting Shares, if any, will not include more than 10% of the...
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Conditions to the Obligations of Merger Sub. The obligations of the Merger Sub to consummate the Acquisition Merger are subject to the satisfaction of the following additional conditions, unless waived by Merger Sub in writing:
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Conditions to the Obligations of Merger Sub. The obligations of Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions on or prior to the Closing Date: (a) no governmental or regulatory authority shall have instituted any claim, action, suit, investigation or proceeding for the purpose of enjoining or preventing the transactions contemplated hereby, or which could reasonably be expected to result in a Material Adverse Effect. (b) all of the representations and warranties of the Company set forth herein that are qualified as to materiality shall be true and correct, and all of the representations and warranties that are not so qualified shall be true and correct in all material respects, in each case on and as of the Effective Time and at all times prior to the Effective Time (except to the extent such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct, or true and correct in all material respects, as the case may be, as of such date), and Merger Sub shall have received a certificate to such effect signed by the President or a Vice President of the Company; (c) the Company shall have performed in all material respects all obligations arising under the agreements and covenants required hereby to be performed by it prior to or on the Closing Date, and Merger Sub shall have received a certificate to such effect signed by the President or a Vice President of the Company; (d) since February 29, 2000, there shall not have been any Material Adverse Change; and (e) the funding contemplated by the Financing Letters shall have been obtained.
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Conditions to the Obligations of Merger Sub. The obligations of Merger Sub to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver by Merger Sub of the following further conditions: (a) The Company shall have performed all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (ii) each of the representations and warranties of the Company contained in this Agreement shall be true and correct, in each case as of the Closing Date as if made at and as of such time; and
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Related to Conditions to the Obligations of Merger Sub

  • 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:

  • Obligations of Merger Sub Parent shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement.

  • 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 of Merger 14 SECTION 5.1 Conditions to Obligation of Each Party to Effect the Merger 14 SECTION 5.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger ..................................... 15 SECTION 5.3 Additional Conditions to Obligation of the Company to Effect the Merger ............................................... 16 ARTICLE VI

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • 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 the Obligations of Buyer The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.

  • Conditions to the Obligations of the Buyer The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by the Buyer but only in writing):

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