Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (iv) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 4 contracts
Samples: Merger Agreement (Rennes Fondation), Merger Agreement (Goldman Sachs Group Inc), Merger Agreement (Ebix Inc)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it fulfillment at or prior to the Effective TimeTime of the following additional conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable law:
(iia) the representations and warranties of Parent contained set forth in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all SECTION 5.1 that are qualified as to materiality and or Material Adverse Effect qualifications contained therein) shall be true and correct, and those that are not so qualified shall be true and correct in all material respects at respects, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at on and as of the Effective Time (except to the extent expressly made as if made at and of an earlier date, in which case as of such time date), in each case except as permitted or contemplated by this Agreement (other than it being understood that for purposes of determining the accuracy of such representations and warranties that by their terms address matters only as of another specified time, which any update or modification to the Parent Disclosure Schedule made or purported to have been made without the Company's written consent thereto shall be true (disregarding disregarded), except, in all materiality and Material Adverse Effect qualifications contained therein) only as cases where the failure of such time), with only such exceptions, in the case of this clause (iii) only, as have not had representations and warranties to be true and correct would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on Parent;
(b) Parent 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; and
(c) Parent shall have delivered to the Company a certificate of its Chief Executive Officer or Chief Financial Officer to the effect that each of the conditions specified in SECTION 7.1 (as it relates to Parent) and clauses (a) and (ivb) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effectthis SECTION 7.2 has been satisfied in all respects.
Appears in 3 contracts
Samples: Merger Agreement (Open Market Inc), Merger Agreement (Open Market Inc), Merger Agreement (Divine Inc)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver by the Company) of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, ;
(iib) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) in any certificate or other writing delivered by the Parent pursuant hereto shall be true and correct in all material respects at and as of the date of this Agreement and the Effective Time as if made at and as of such time (other than time, except to the extent that the failure of any such representations and warranties that to be so true and correct (having eliminated any qualifications by their terms address matters only as of another specified time, which shall be true (disregarding all reference to materiality and or Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified timedoes not have, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect on Parent; and ;
(ivc) the Company shall have received a certificate signed by an the chief executive officer or chief financial officer of Parent to the foregoing effect; and
(d) the Company shall have received the opinion of Morse, Zelnick, Rose & Lander LLP, counsel to the Parent, dated the Closing Date, in the form of Exhibit B hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hudson Holding Corp), Merger Agreement (Hudson Holding Corp), Merger Agreement (Rodman & Renshaw Capital Group, Inc.)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, ; (ii) (A) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.02 and 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iiiB) all the other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub Merger Subsidiary pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; and
(b) either the Commissioner shall have issued an advance ruling certificate pursuant to Section 102 of the Competition Act in respect of the Merger or the applicable waiting period under the Competition Act relating to the Merger shall have expired or been terminated.
Appears in 2 contracts
Samples: Merger Agreement (Ralcorp Holdings Inc /Mo), Merger Agreement (Conagra Foods Inc /De/)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver by the Company) of the following further conditions:
(a) (i) the representations and warranties of Parent and Merger Sub set forth in Section 5.9 shall be true and correct as of the Effective Time as though made on and as of the Effective Time and (ii) each of the representations and warranties of Parent and Merger Sub set forth in Article V (other than in Section 5.9 and Section 5.11) (A) that are not qualified by Parent Material Adverse Effect shall be true and correct as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date) except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Parent Material Adverse Effect and (B) that are qualified by Parent Material Adverse Effect shall be true and correct as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date);
(b) each of Parent and MergerSub Merger Sub shall have performed in all material respects all of its the respective obligations hereunder required to be performed by it Parent or Merger Sub, as the case may be, at or prior to the Effective Time, Closing; and
(ii) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (ivc) the Company shall have received a certificate signed by an executive officer of Parent Parent, dated as of the Closing Date, to the foregoing effecteffect that, to the knowledge of such officer, the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Silicon Storage Technology Inc), Merger Agreement (Microchip Technology Inc)
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is subject to the satisfaction or (to the extent permitted by Applicable Law) waiver at or prior to the Effective Time of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed and complied in all material respects with all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained in each Section 5.02 shall be true in all material respects at and as of Sections 5.01, 5.02, 5.03 and 5.06 the date of this Agreement and as of Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time) and (B) the other representations and warranties of Parent contained in Article 5 (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the date of this Agreement and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on Parent; Effect, and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 2 contracts
Samples: Merger Agreement (McAfee Corp.), Merger Agreement (McAfee Corp.)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, ;
(iib) (i) the representations and warranties of Parent and Merger Subsidiary contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding other than the representations and warranties set forth in Section 5.05) (disregarding, for this purpose, all materiality exceptions in those representations and warranties relating to materiality, Parent Material Adverse Effect qualifications contained therein) or any similar standard or qualification), shall be true in all material respects and correct at and as of the date hereof and the Effective Time Time, as if made at and as of such time (other than representations and warranties that by their terms address matters only except to the extent expressly made as of another a specified timedate, in which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only case as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such timedate), with only such exceptions, in except where the case of this clause (iii) only, as have not had failure to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on Parent; as of the Effective Time, and (ivii) the representations and warranties set forth in Section 5.05 shall be true and correct in all respects at and as of the date hereof and the Effective Time, as if made at and as of the Effective Time (except to the extent expressly made as of a specified date, in which case as of such date), provided that the condition set forth in this clause (ii) shall be deemed satisfied if the actual number of shares of Parent Common Stock or other securities outstanding or issuable under options to purchase Parent Common Stock outstanding as of the date hereof is greater or less than the number represented in Section 5.05 by no more than 1%; and
(c) the Company shall have received a certificate signed by an executive authorized officer of Parent to the foregoing effect.
Appears in 2 contracts
Samples: Merger Agreement (Powerdsine LTD), Merger Agreement (Microsemi Corp)
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are and the other Transactions is subject to the satisfaction satisfaction, or, to the extent permitted by Applicable Law, waiver, at or prior to the Closing, of the following further conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent contained and Merger Sub in each of Sections 5.01Article 5, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and materiality, Material Adverse Effect or similar qualifications or exceptions contained therein) , shall be true and correct in all material respects at on the date of this Agreement and as of the Effective Time Closing Date with the same effect as if made at and as of such time the Closing Date (other than provided, however, that those representations and warranties that by their terms address matters only as of another specified time, which shall a particular date need only be true (disregarding and correct in all materiality and Material Adverse Effect qualifications contained therein) only material respects as of such time) and (iii) all other date), except for those instances in which the failure of such representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality to be so true and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified timecorrect would not have, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect;
(b) Parent and Merger Sub shall each have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; and and
(ivc) the Company shall have received a certificate validly signed on behalf of Parent by an executive a duly authorized officer of Parent to certifying that the foregoing effectconditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.
Appears in 2 contracts
Samples: Merger Agreement (AdTheorent Holding Company, Inc.), Merger Agreement (AdTheorent Holding Company, Inc.)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by the Company of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Effective Time;
(b) except as set forth in the following sentence, (ii) the representations and warranties of Parent and Merger Subsidiary contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement or in any certificate or other writing delivered by Parent and Merger Subsidiary pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which need be true only as of such time), except where the failure of such representations to be so true and correct (disregarding all materiality and Material Adverse Effect qualifications contained therein) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. In addition, the representations and warranties of Parent and Merger Subsidiary contained in Section 5.02 (Corporate Authorization) and Section 5.06 (Finders’ Fees) shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall need be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; and and
(ivc) the Company shall have received a certificate signed executed on behalf of Parent by an executive officer of Parent to regarding the foregoing effectsatisfaction of the conditions set forth in Sections 9.03(a) and 9.03(b).
Appears in 2 contracts
Samples: Merger Agreement (Hewlett Packard Co), Merger Agreement (Palm Inc)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement and in any certificate or other writing delivered by Parent pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects and correct at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) correct only as of such time), with only such exceptionsexceptions as, individually or in the case of this clause (iii) onlyaggregate, as have not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent; with respect to Parent and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect;
(b) there shall not have occurred and be continuing as of or otherwise arisen before the Effective Time any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect with respect to Parent; and
(c) the three Company directors designated in accordance with Section 7.07(b) shall have been elected to serve on Parent’s Board of Directors effective as of the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Phelps Dodge Corp), Merger Agreement (Freeport McMoran Copper & Gold Inc)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver by the Company) of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, ; (ii) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) in any certificate or other writing delivered by the Parent pursuant hereto shall be true and correct in all material respects at and as of the date of this Agreement and the Effective Time as if made at and as of such time (other than except for any such representations and warranties that by their terms address matters only given as of another an earlier specified time, date which shall be so true and correct as of such date), except to the extent that the failure of any such representations and warranties to be so true and correct (disregarding all having eliminated any qualifications by reference to materiality and or Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified timedoes not have, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (iviii) the Company shall have received a certificate signed by an the chief executive officer or chief financial officer of Parent to the foregoing effect; and
(b) subsequent to the date of this Agreement, there shall not have occurred and be continuing as of or otherwise arisen before the Effective Time any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent.
Appears in 2 contracts
Samples: Merger Agreement (Stifel Financial Corp), Merger Agreement (Kbw, Inc.)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it fulfillment at or prior to the Effective TimeTime of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable law:
(iia) the representations and warranties of Parent contained set forth in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all Section 5.1 that are qualified as to materiality and or Material Adverse Effect qualifications contained therein) shall be true and correct and those that are not so qualified shall be true and correct in all material respects at respects, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at on and as of the Effective Time (except to the extent expressly made as if made at and of an earlier date, in which case as of such time date), in each case except as permitted or contemplated by this Agreement (other than it being understood that for purposes of determining the accuracy of such representations and warranties that by their terms address matters only any update or modification to the Parent's Disclosure Schedule made or purported to have been made without the Company's written consent thereto shall be disregarded);
(b) Parent 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 another or prior to the Effective Time; and
(c) Parent shall have delivered to the Company a certificate to the effect that each of the conditions specified time, which shall be true in Section 7.1 (disregarding all materiality as it relates to Parent) and Material Adverse Effect qualifications contained thereinclauses (a) only as of such time), with only such exceptions, in the case and (b) of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or Section 7.2 has been satisfied in the aggregate, a Material Adverse Effect on Parent; and (iv) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effectall respects.
Appears in 2 contracts
Samples: Merger Agreement (Eshare Communications Inc), Merger Agreement (Divine Inc)
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Effective Time of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed and complied in all material respects with all of its obligations hereunder required to be performed by it or complied with at or prior to the Effective TimeTime (or any such failure to perform or comply shall have been cured), except to the extent that any failure to perform, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;
(iib) (A) the representations and warranties of Parent contained in each Section 5.02 shall be true in all material respects both as of Sections 5.01, 5.02, 5.03 and 5.06 the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time) and (B) the other representations and warranties of Parent contained in Article 5 (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true in all material respects both as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and and
(ivc) the Company shall have received a certificate signed executed by an executive officer of Parent to the foregoing effect.
Appears in 2 contracts
Samples: Merger Agreement (CVS HEALTH Corp), Merger Agreement
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, ;
(iib) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained thereinthe Parent Fundamental Representations) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect;
(c) each of the Parent Fundamental Representations shall be true and correct at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time) (and except, in each case, for any insignificant inaccuracy); and and
(ivd) the Company shall have received a certificate certificate, signed by an executive officer of Parent the Parent, to the foregoing effecteffect that the conditions set forth in clauses (a), (b) and (c) of this Section 9.03 have been satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Fogo De Chao, Inc.), Merger Agreement (Fogo De Chao, Inc.)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) : (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, ; (ii) (a) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement Section 5.02 (disregarding all materiality and Material Adverse Effect qualifications contained thereinCorporate Authorization) shall be true in all material respects at and as of immediately prior to the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all respects only at and as of such time) and (b) the other representations and warranties of Parent contained in this Agreement (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true at and as of immediately prior to the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiib) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 2 contracts
Samples: Merger Agreement (Pacific Biosciences of California, Inc.), Merger Agreement (Illumina Inc)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) : (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than except that those representations and warranties that by their terms which address matters only as of another specified time, which shall a particular date need only be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only correct as of such time), with only such exceptionsdate and, in the case of this clause (iii) onlyeach case, as except for breaches with respect to all representations and warranties that have not had and would or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; Parent (it being agreed that, for purposes of this Section 9.03(ii), the representations and warranties of Parent contained in this Agreement shall be deemed to have been made without any qualifications as to materiality and, accordingly, references to “material,” “Material Adverse Effect,” “in all material respects” and similar qualifications as to materiality shall be deemed to be deleted therefrom) and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 2 contracts
Samples: Merger Agreement (Barra Inc /Ca), Merger Agreement (Morgan Stanley)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further additional conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent contained and Merger Sub set forth in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement that are qualified as to materiality (disregarding all materiality and including, without limitation, by use of the term "Parent Material Adverse Effect qualifications contained thereinEffect") shall be true in all material respects at and correct on and as of the Effective Time Closing Date as if made at on and as of such time date (other than representations and warranties that by their terms which address matters only as of another specified time, a certain date which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only correct as of such time) certain date), and (iii) all other the representations and warranties of Parent contained and Merger Sub set forth in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) that are not so qualified shall be true at and correct in all material respects on and as of the Effective Time Closing Date as if made at on and as of such time date (other than representations and warranties that by their terms which address matters only as of another specified time, a certain date which shall be true (disregarding and correct in all materiality and Material Adverse Effect qualifications contained therein) only material respects as of such timecertain date), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (iv) the Company shall have received a certificate signed by an executive officer of the Chief Executive Officer or the Chief Financial Officer of Parent to such effect;
(b) Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the foregoing Effective Time and the Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to such effect; and
(c) Parent shall have taken all such actions as shall be necessary so that (i) the Parent Charter Amendment and the Amended Parent By-laws shall become effective not later than the Effective Time and (ii) at the Effective Time, the composition of Parent's Board of Directors shall comply with the provisions of Section 6.15 hereof.
Appears in 2 contracts
Samples: Merger Agreement (Parexel International Corp), Merger Agreement (Covance Inc)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, ;
(iib) (A) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 5.05, 5.06, 5.17 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) 5.18 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding in all materiality and Material Adverse Effect qualifications contained therein) material respects only as of such time) and (iiiB) all the other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub Merger Subsidiary pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, solely in the case of this clause (iii) onlyB), only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; and and
(ivc) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effecteffect with respect to clauses (a) and (b) above.
Appears in 2 contracts
Samples: Merger Agreement (RiskMetrics Group Inc), Merger Agreement (MSCI Inc.)
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is subject to the satisfaction or waiver of the following further additional conditions:
(a) (i) each of Parent and MergerSub Merger Sub shall have performed performed, or complied with, in all material respects all of its obligations covenants and agreements hereunder required to be performed performed, or complied with, by it at or prior to the Effective Time, ;
(iib) (i) the representations and warranties of Parent and Merger Sub contained in each Section 5.01 (Corporate Existence and Power), Section 5.02 (Corporate Authorization) and Section 5.07 (Finders’ Fees) and Section 5.08 (Ownership of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained thereinCommon Shares) shall be true and correct in all material respects at as of the date of this Agreement and as of the Effective Time Closing Date as if made at and as of such time times (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) ); and (iiiii) all each of the other representations and warranties of Parent and Merger Sub contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true at and correct in all respects as of the date of this Agreement and as of the Effective Time Closing Date as if made at and as of such time times (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, exceptions in the case of this clause (iiiii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and and
(ivc) the Company shall have received a certificate certificate, dated as of the Closing Date, signed by an executive officer of Parent to the foregoing effecteffect that the conditions set forth in the preceding clauses (a) and (b) have been satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Washington Dennis R), Merger Agreement (Atlas Corp.)
Conditions to the Obligations of the Company. The obligations of the Company to consummate effect the Merger are and the other transactions contemplated by this Agreement is subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Effective Time of the following further additional conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent and Merger Sub contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and without giving effect to any materiality, Parent Material Adverse Effect qualifications or similar qualifiers contained therein) shall be true in all material respects at and correct both as of the date of this Agreement and as of the Effective Time as if though made at on and as of such time (other than any such representation or warranty that is made as of a specified date, which representation or warranty shall be so true and correct as of such specified date), except where the failure of such representations and warranties that by their terms address matters only as of another specified time, which shall to be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement correct, individually or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified timeaggregate, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time)has not had, with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect Effect;
(b) Parent and Merger Sub shall have performed or complied in all material respects with each of their respective obligations required under this Agreement to be performed or complied with on Parentor prior to the Effective Time; and and
(ivc) the Company shall have received a certificate signed by an executive officer of Parent certifying as to the foregoing effectmatters set forth in Section 6.3(a) and Section 6.3(b).
Appears in 2 contracts
Samples: Merger Agreement (K2m Group Holdings, Inc.), Merger Agreement (Stryker Corp)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it fulfillment at or prior to the Effective TimeTime of the following conditions, any or all of which may be waived in writing in whole or in part by the Company to the extent permitted by applicable law:
(iia) the representations and warranties of Parent contained set forth in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all Section 5.1 that are qualified as to materiality and or Material Adverse Effect qualifications contained therein) shall be true and correct and those that are not so qualified shall be true and correct in all material respects at respects, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at on and as of the Effective Time (except to the extent expressly made as if made at and of an earlier date, in which case as of such time date), in each case except as permitted or contemplated by this Agreement (other than it being understood that for purposes of determining the accuracy of such representations and warranties that by their terms address matters only any update or modification to the Parent Disclosure Schedule made or purported to have been made without the Company’s written consent thereto shall be disregarded).
(b) Parent and its Subsidiaries 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 another or prior to the Effective Time;
(c) Parent shall have delivered to the Company a certificate of its Chief Executive Officer and Chief Financial Officer to the effect that each of the conditions specified time, which shall be true in Section 7.1 (disregarding all materiality as it relates to Parent) and Material Adverse Effect qualifications contained thereinclauses (a) only as of such time), with only such exceptions, in the case and (b) of this clause Section 7.2 is satisfied in all respects; and
(iiid) only, as have not had The Parent Stockholder Agreements shall remain in full force and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (iv) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 2 contracts
Samples: Merger Agreement (Axs One Inc), Merger Agreement (Unify Corp)
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, on or prior to the Closing, of the following further conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent set forth in Article 4 that are (A) qualified as to materiality or Parent Material Adverse Effect and other qualifications based upon the concept of materiality or similar phrases contained therein shall be true and correct in all respects and (B) not qualified as to materiality or Parent Material Adverse Effect and other qualifications based upon the concept of materiality or similar phrases contained therein shall be true and correct in all material respects, in each case ((A) and (B)) as of Sections 5.01, 5.02, 5.03 and 5.06 the date of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time Closing as if though made at and as of such time the Closing (other than except that representations and warranties that by their terms address matters only expressly speak specifically as of the date of this Agreement or another specified time, which date shall be so true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only correct as of such time) and (iii) all other date), except where any failures of any such representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall to be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and correct would not reasonably be expected to have, individually or in the aggregateaggregate with all other Effects, a Parent Material Adverse Effect on ParentEffect;
(b) Parent and Merger Sub shall each have performed and complied in all material respects with all obligations and covenants required to be performed and complied with by them at or prior to the Closing under this Agreement; and and
(ivc) the Company shall have received at the Closing a certificate signed on behalf of Parent by an a senior executive officer of Parent to certifying that the foregoing effectconditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Diversicare Healthcare Services, Inc.)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:conditions (any one of which may be waived in whole or part by the Company):
(a) (i) each of Parent and MergerSub Merger Sub shall have performed in all material respects all of its their respective material obligations hereunder required to be performed by it them at or prior to the Effective Time, (ii) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (ivii) the Company shall have received a certificate from each of Parent and Merger Sub, each signed by an executive officer of Parent or Merger Sub, as appropriate, to the foregoing effect.;
(b) each of the representations and warranties of Parent and Merger Sub contained in this Agreement shall have been true and correct in all material respects at the time made and shall be true and correct in all material respects as of the Effective Time with the same force and effect as if such representations and warranties had been made at and as of the Effective Time, except to the extent that a breach of any such representation or warranty would not result in Parent being unable to perform its obligations under this Agreement in all material respects; and
(c) Xxxxxxx XxXxxxxxx LLP or other legal counsel to Parent and Merger Sub approved by the Company in its sole discretion will have issued a legal opinion in the form attached hereto as Exhibit H.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by applicable law) of the following Table of Contents further conditions:
: (a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (iib) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (other than those set forth in clause (c) below), disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) , shall be true in all material respects at and correct on and as of the Effective Time as if made at and as of such time (Closing Date, other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (which, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) , shall be true and correct only as of such time, in each case, with only such exceptions as, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect, (c) and (iii) all other the representations and warranties of Parent contained set forth in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (Sections 5.01 and 5.02, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) , shall be true at and correct in all material respects on and as of the Effective Time as if made at and as of such time (Closing Date, other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (which, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) , shall be true and correct in all material respects only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; time and (ivd) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (iii) (A) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 Section 5.01 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) Section 5.02 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding in all materiality and Material Adverse Effect qualifications contained therein) material respects only as of such time) and (iiiB) all the other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iii(B) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and (ivii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:conditions (any one of which may be waived in whole or part by the Company):
(a) (i) each of Parent and MergerSub Merger Sub shall have performed in all material respects all of its their respective material obligations hereunder required to be performed by it them at or prior to the Effective Time, (ii) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (ivii) the Company shall have received a certificate from each of Parent and Merger Sub, each signed by an executive officer of Parent or Merger Sub, as appropriate, to the foregoing effect.;
(b) each of the representations and warranties of Parent and Merger Sub contained in this Agreement shall have been true and correct in all material respects at the time made and shall be true and correct in all material respects as of the Effective Time (without giving effect to any qualifications as to materiality or lack of Material Adverse Effect contained therein) with the same force and effect as if such representations and warranties had been made at and as of the Effective Time, except to the extent that a breach of any such representation or warranty would not result in Parent being unable to perform its obligations under this Agreement in all material respects; and
(c) Xxxxxxx XxXxxxxxx LLP or other legal counsel to Parent and Merger Sub approved by the Company in its sole discretion will have issued a legal opinion in the form attached hereto as Exhibit E.
Appears in 1 contract
Samples: Merger Agreement (Cytyc Corp)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (iii) (A) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 Section 5.01 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) Section 5.02 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding in all materiality and Material Adverse Effect qualifications contained therein) material respects only as of such time) and (iiiB) all the other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and (ivii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.. ARTICLE 10
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is subject to the satisfaction or (to the extent permitted by Applicable Law) waiver at or prior to the Effective Time of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed performed, in all material respects respects, all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent and Merger Subsidiary contained in, Section 5.06, shall be true in all respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time) (A) the representations and warranties of Parent and Merger Subsidiary contained in each of Sections 5.01Section 5.01(a), Section 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) Section 5.07, shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iiiB) all the other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto Article 5 (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on Parent; Effect, and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent, Parent Assignee and MergerSub Merger Subsidiary shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent, Parent Assignee and Merger Subsidiary contained in each of Sections Section 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) 5.07 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iiiB) all the other representations and warranties of Parent, Parent Assignee and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto Article 5 (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent; , and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
: (a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (iib) (i) the representations and warranties of Parent contained in each of Sections 5.015.06, 5.025.07, 5.03 5.08, 5.09 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) 5.10 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iiiii) all the other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto Article 5 (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiii) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; , and (ivc) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is subject to the satisfaction or waiver of the following further additional conditions:
(a) (i) each of Parent and MergerSub Merger Sub shall have performed performed, or complied with, in all material respects all of its obligations covenants and agreements hereunder required to be performed performed, or complied with, by it at or prior to the Effective Time, ;
(iib) (i) the representations and warranties of Parent and Merger Sub contained in each Section 5.01 (Corporate Existence and Power), Section 5.02 (Corporate Authorization) and Section 5.07 (Finders’ Fees) and Section 5.08 (Ownership of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained thereinCommon Shares) shall be true and correct in all material respects at as of the date of this Agreement and as of the Effective Time Closing Date as if made at and as of such time times (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) ); and (iiiii) all each of the other representations and warranties of Parent and Merger Sub contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true at and correct in all respects as of the date of this Agreement and as of the Effective Time Closing Date as if made at and as of such time times (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, exceptions in the case of this clause (iiiii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and and
(ivc) the Company shall have received a certificate certificate, dated as of the Closing Date, signed by an executive officer of Parent to the foregoing effecteffect that the conditions set forth in the preceding clauses (a) and (b) have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Sokol David L)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
condition that: (a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, ; (iib) (i) the representations and warranties of Parent contained in each Sections 5.01 and 5.02 shall be true and correct in all respects at and as of Sections 5.01the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, 5.02, 5.03 which shall be true and 5.06 correct in all respects only as of such time) and (ii) the other representations and warranties of Parent and Merger Subsidiary contained in this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects and correct at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) correct only as of such time), with only such exceptionswith, in the case of this clause (iiiii) only, such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (ivc) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed performed, in all material respects respects, all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent and Merger Subsidiary contained in, Section 5.06 and Section 5.07, shall be true in all respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), (B) the representations and warranties of Parent and Merger Subsidiary contained in each of Sections 5.01, Section 5.01(a) and Section 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iiiC) all the other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto Article 5 (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiC) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on Parent; Effect, and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 1 contract
Samples: Merger Agreement (Sportsman's Warehouse Holdings, Inc.)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of the following further conditions:
(a) : (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 Section 5.01 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) Section 5.02 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding in all materiality and Material Adverse Effect qualifications contained therein) material respects only as of such time) and (iiiB) all the other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it fulfillment at or prior to the Effective TimeTime of the following additional conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable law:
(iia) the representations and warranties of Parent contained set forth in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all SECTION 5.1 that are qualified as to materiality and or Material Adverse Effect qualifications contained therein) shall be true and correct, and those that are not so qualified shall be true and correct in all material respects at respects, in each case as of the date of this Agreement, and as of the Effective Time with 51 the same force and effect as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at on and as of the Effective Time (except to the extent expressly made as if made at and of an earlier date, in which case as of such time date), in each case except as permitted or contemplated by this Agreement (other than it being understood that for purposes of determining the accuracy of such representations and warranties that by their terms address matters only as of another specified time, which any update or modification to the Parent Disclosure Schedule made or purported to have been made without the Company's written consent thereto shall be true (disregarding disregarded), except, in all materiality and Material Adverse Effect qualifications contained therein) only as cases where the failure of such time), with only such exceptions, in the case of this clause (iii) only, as have not had representations and warranties to be true and correct would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on Parent;
(b) Parent 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; and
(c) Parent shall have delivered to the Company a certificate of its chief executive officer or chief financial officer, on behalf of Parent, to the effect that each of the conditions specified in SECTION 7.1 (as it relates to Parent) and clauses (a) and (ivb) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effectthis SECTION 7.2 has been satisfied in all respects.
Appears in 1 contract
Samples: Merger Agreement (Divine Inc)
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is further subject to the satisfaction (or waiver, if permissible under Applicable Law) at or prior to the Effective Time of each of the following further conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 5.01 and 5.06 5.02 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects as of the date of this Agreement and at and as of the Effective Time as if though made at and as of such time (other than representations any such representation and warranties warranty that by their its terms address addresses matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) correct only as of such time) and (iiiii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct as of the date hereof and at and as of the Effective Time as if though made at and as of such time (other than representations any such representation and warranties warranty that by their its terms address addresses matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) correct only as of such time), with only in each case without regard to any qualifications as to Parent Material Adverse Effect or materiality contained in such exceptionsrepresentations and warranties, except where the failure of any such representations or warranties in the case of this clause (iiiii) onlyto be so true and correct, as have individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect on ParentEffect;
(b) Parent shall not have breached in any material respect, or failed to perform in all material respects, the material obligations required to be performed by it under this Agreement contemplated to be performed at or prior to the Effective Time; and and
(ivc) Parent shall have delivered to the Company shall have received a certificate signed by an executive officer of Parent to dated as of the foregoing effectdate of the Effective Time certifying that the conditions specified in Section 9.03(a) and Section 9.03(b) have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Zep Inc.)
Conditions to the Obligations of the Company. The In addition to the conditions set forth in Section 7.1, the obligations of the Company to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Closing of the following further conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent contained (i) set forth in each of Sections 5.01Section 5.1 (first sentence only), 5.02Section 5.2, 5.03 Section 5.3, Section 5.4, Section 5.5 and 5.06 of this Agreement Section 5.9 (disregarding all materiality and Material Adverse Effect qualifications contained thereinfirst sentence only) (the “Fundamental Parent Representations”) shall be true and correct in all material respects at and as of the Effective Time as if made at date hereof and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such time date) and (ii) set forth in Article V (other than representations and warranties that by their terms address matters only the Fundamental Parent Representations), without giving effect to any qualifications as of another specified timeto materiality or Parent Material Adverse Effect contained therein, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true correct at and as of the Effective Time Closing (except to the extent expressly made as if made at and of an earlier date, in which case as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such timedate), with only such exceptions, except in the case of this clause (iiiii) onlyabove, for such failures to be true and correct as have not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect on Parent; Effect;
(b) Parent and Merger Sub shall have performed in all material respects with all covenants required by this Agreement to be performed by them at or prior to the Closing;
(ivc) Parent shall have delivered to the Company shall have received a certificate certificate, dated the Closing Date and signed by an executive officer of Parent Parent, certifying to the foregoing effecteffect that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; and
(d) from the date of this Agreement there shall not have occurred a Parent Material Adverse Effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 5.04(i), 5.05, the last sentence of Section 5.05(b), 5.07(j), 5.10(b), 5.18 and 5.06 of this Agreement (disregarding all 5.19, and that are not qualified by materiality and or Parent Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), and (B) all other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effecteffect and certifying that the condition set forth in Section 9.03(c) has been satisfied;
(b) the Company shall have received the opinion of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Merger Subsidiary and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b) hereof; and
(c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Comcast Corp)
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is subject to the satisfaction or waiver of the following further additional conditions:
(a) (i) each of Parent and MergerSub Merger Sub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, ;
(iib) (i) the representations and warranties of Parent and Merger Sub contained in each of Sections 5.01Section 5.01 (Corporate Existence and Power), 5.02Section 5.02 (Corporate Authorization), 5.03 Section 5.04(a) (Non-Contravention) and 5.06 of this Agreement Section 5.07 (disregarding all materiality and Material Adverse Effect qualifications contained thereinFinders’ Fees) shall be true in all material respects at and as of the Effective Time as if made at and as of the date of this Agreement and such time times (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iiiii) all the other representations and warranties of Parent and Merger Sub contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true in all respects at and as of the date of this Agreement and the Effective Time as if made at and as of such time times (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, exceptions in the case of this clause (iiib) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and and
(ivc) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effecteffect that the conditions set forth in the preceding clauses (a) and (b) have been satisfied.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger are is also subject to the satisfaction satisfaction, or waiver by the Company, on or prior to the Closing Date of the following further conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Parent and the Merger Sub contained in each this Agreement shall be true and correct as of Sections 5.01, 5.02, 5.03 and 5.06 the date of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time Closing Date (without giving effect to any qualification as if to materiality or Parent Material Adverse Effect contained therein) as though made at on and as of such time date (other than except for representations and warranties that by their terms address matters only speak specifically as of the date of this Agreement or another specified timedate, in which shall case as of such date), except where any failures of any such representations and warranties to be true and correct (disregarding all without giving effect to any qualification as to materiality and or Parent Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect Effect;
(b) each of the Parent and the Merger Sub shall have performed or complied with in all material respects its covenants and obligations required to be performed or complied with by it under this Agreement on Parentor prior to the Closing Date; and and
(ivc) the Company shall have received a certificate signed executed by an executive officer of the Parent, dated the Closing Date, confirming on behalf of the Parent to and the foregoing effectMerger Sub that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been duly satisfied.
Appears in 1 contract
Samples: Merger Agreement (Analogic Corp)
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger are is also subject to the satisfaction satisfaction, or waiver (where permissible pursuant to applicable Law) by the Company, at or prior to the Effective Time of the following further conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Parent and Merger Sub contained in each this Agreement shall be true and correct as of Sections 5.01, 5.02, 5.03 and 5.06 the date of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time Closing Date (without giving effect to any qualification as if to materiality or Parent Material Adverse Effect contained therein) as though made at on and as of such time date (other than except for representations and warranties that by their terms address matters only speak specifically as of the date of this Agreement or another specified timedate, in which shall case as of such date), except where any failures of any such representations and warranties to be true and correct (disregarding all without giving effect to any qualification as to materiality and or Parent Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect Effect;
(b) each of the Parent and Merger Sub shall have performed or complied with in all material respects its covenants and obligations required to be performed or complied with by it under this Agreement on Parentor prior to the Closing Date; and and
(ivc) the Company shall have received a certificate signed executed by an executive officer of the Parent, dated the Closing Date, confirming on behalf of the Parent to and Merger Sub that the foregoing effectconditions set forth in Section 6.2(a) and Section 6.2(b) have been duly satisfied.
Appears in 1 contract
Samples: Merger Agreement (Intricon Corp)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 5.04(i), 5.05, the last sentence of Section 5.05(b), 5.07(j), 5.10(b), 5.18 and 5.06 of this Agreement (disregarding all 5.19, and that are not qualified by materiality and or Parent Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), and (B) all other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effecteffect and certifying that the condition set forth in Section 9.03(c) has been satisfied;
(b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Merger Subsidiary and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “ party to the reorganization ” within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b) hereof; and
(c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible under Applicable Law) of the following further conditions:
(a) : (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 Section 5.01 (Corporate Existence and 5.06 of this Agreement Power) and Section 5.02 (disregarding all materiality and Material Adverse Effect qualifications contained thereinCorporate Authorization) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding in all materiality and Material Adverse Effect qualifications contained therein) material respects only as of such time) and (iiiB) all the other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is further subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, Time of each of the following conditions: (iia) (i) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and that are qualified by “Parent Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) Effect” shall be true at and as of the Effective Time as if made at and as of such time (other than representations any such representation and warranties warranty that by their its terms address addresses matters only as of another specified time, which shall be true only as of such time) and (disregarding all materiality ii) the other representations and Material Adverse Effect qualifications warranties of Parent contained therein) in this Agreement shall be true at and as of the Effective Time as if made at and as of such time (other than any such representations and warranty that by its terms addresses matters only as another specified time, which shall be true only as of such time), with only such exceptions, exceptions in the case of this clause (iiiii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; (b) Parent shall have performed in all material respects its obligations under this Agreement contemplated to be performed prior to the Effective Time; and (ivc) Parent shall have delivered to the Company shall have received a certificate signed by an executive officer of Parent to dated as of the foregoing effect.date of the Effective Time certifying that the conditions specified in Section 9.03(a) and Section 9.03(b) have been satisfied. ARTICLE 10
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver at or prior to the Closing of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) Section 5.02 shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding in all materiality and Material Adverse Effect qualifications contained therein) material respects only as of such time) and (iiiB) all the other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; and
(b) There shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cytec Industries Inc/De/)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by applicable law) of the following further conditions:
: (a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (iib) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (other than those set forth in clause (c) below), disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) , shall be true in all material respects at and correct on and as of the Effective Time as if made at and as of such time (Closing Date, other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (which, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) , shall be true and correct only as of such time, in each case, with only such exceptions as, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect, (c) and (iii) all other the representations and warranties of Parent contained set forth in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (Sections 5.01 and 5.02, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) , shall be true at and correct in all material respects on and as of the Effective Time as if made at and as of such time (Closing Date, other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (which, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) , shall be true and correct in all material respects only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; time and (ivd) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger Transactions are subject to the satisfaction of the following further additional conditions, any one or more of which may be waived in writing by the Company:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent and Buyer contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all but without regard to any materiality and or Material Adverse Effect qualifications contained thereinqualifiers) shall be true and correct in all material respects respects, in each case as of the Effective Date and as of the Closing Date, as if made anew at and as of the Effective Time that time, except with respect to representations and warranties which speak as if made to another date, which representations and warranties will be so true and correct at and as of such time date, except that in the event of a breach of a representation or warranty the condition set forth in this Section 6.3(a) will be deemed satisfied unless the effect of all such breaches taken together would prevent or materially delay the consummation of the Transactions or the ability of Parent, Buyer and Merger Sub to fully perform their respective covenants and obligations under this Agreement;
(other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained thereinb) only as of such time) and (iii) all other representations and warranties of Parent contained the covenants in this Agreement or in any certificate or other writing delivered to be performed by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and Parent, Buyer and/or Merger Sub as of or prior to the Effective Time as if made at and as of such time Closing shall have been performed in all material respects;
(other than representations and warranties that by their terms address matters only as of another specified time, which c) Buyer shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iii) only, as have not had and would not reasonably be expected delivered to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (iv) the Company shall have received a certificate signed by an executive officer of Parent Buyer, dated the Closing Date, certifying that, to the foregoing effectknowledge and belief of such officer (but not in such officer’s personal capacity), the conditions specified in Sections 6.3(a) and 6.3(b) have been fulfilled; and
(d) Buyer shall have made the payments required to be made by it pursuant to Section 2.2.
Appears in 1 contract
Samples: Merger Agreement (PENTAIR PLC)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations covenants hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent and Merger Subsidiary contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all A) that are not qualified by materiality and or Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects (other than representations and warranties made as of a specified date, which shall be true and correct as of such specified date) and (B) that are qualified by materiality or Material Adverse Effect shall, disregarding all such qualifications and exceptions, be true and correct at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only made as of another a specified timedate, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only correct as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such timedate), with only such exceptions, in the case of this clause (iii) only, exceptions as have not had and would not reasonably be expected to havehave over a commercially reasonable period of time (which period of time shall not be less than one year), individually or in the aggregate, a Material Adverse Effect on Parent; Parent and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; and
(b) there shall not have occurred or otherwise arisen before and be continuing as of the Effective Time any event, change or development which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent’s ability to consummate the Merger.
Appears in 1 contract
Samples: Merger Agreement (Kla Tencor Corp)
Conditions to the Obligations of the Company. The obligations of the Company to consummate effect the Merger are and the other transactions contemplated by this Agreement is subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Effective Time of the following further additional conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent and Merger Sub contained in each of Sections 5.01, 5.02, 5.03 and 5.06 Article IV of this Agreement (disregarding all materiality and without giving effect to any materiality, Parent Material Adverse Effect qualifications or similar qualifiers contained therein) shall be true in all material respects at and correct both as of the date of this Agreement and as of the Effective Time as if though made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at on and as of the Effective Time (other than any such representation or warranty that is made as if made at of a specified date, which representation or warranty shall be so true and correct as of such time (other than specified date), except where the failure of such representations and warranties that by their terms address matters only as of another specified time, which shall to be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time)correct, with only such exceptions, individually or in the case of this clause (iii) onlyaggregate, as have has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect Effect;
(b) Parent and Merger Sub shall have performed or complied in all material respects with each of their respective covenants and agreements contained in this Agreement to be performed or complied with by it on Parentor prior to the Effective Time; and and
(ivc) the Company shall have received a certificate signed by an executive officer of Parent to certifying that the foregoing effectconditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Corindus Vascular Robotics, Inc.)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, ;
(iib) (i) the representations and warranties of Parent and Merger Subsidiary contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding other than the representations and warranties set forth in Section 5.05) (disregarding, for this purpose, all materiality exceptions in those representations and warranties relating to materiality, Parent Material Adverse Effect qualifications contained therein) or any similar standard or qualification), shall be true in all material respects and correct at and as of the date hereof and the Effective Time Time, as if made at and as of such time (other than representations and warranties that by their terms address matters only except to the extent expressly made as of another a specified timedate, in which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only case as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such timedate), with only such exceptions, in except where the case of this clause (iii) only, as have not had failure to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on Parent; as of the Effective Time, and (ivii) the representations and warranties set forth in Section 5.05 shall be true and correct in all respects at and as of the date hereof and the Effective Time, as if made at and as of the Effective Time (except to the extent expressly made as of a specified date, in which case as of such date), provided that the condition set forth in this clause (ii) shall be deemed satisfied if the actual A-41 number of shares of Parent Common Stock or other securities outstanding or issuable under options to purchase Parent Common Stock outstanding as of the date hereof is greater or less than the number represented in Section 5.05 by no more than 1%; and
(c) the Company shall have received a certificate signed by an executive authorized officer of Parent to the foregoing effect.
Appears in 1 contract
Samples: Merger Agreement (Powerdsine LTD)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each Each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained in each the third and fourth sentences of Section 4.01 and Sections 5.014.04, 5.02, 5.03 4.05 (other than the last sentence thereof) and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) 4.17 shall be true and correct in all material respects respects, in each case, at and as of the Effective Time as if made at and as of such time (other than except that the accuracy of representations and warranties that by their terms address matters only made as of another specified time, which shall a specific date will be true (disregarding all materiality determined at and Material Adverse Effect qualifications contained therein) only as of such timedate) and (iiiB) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto shall be true and correct (disregarding all exceptions therein for materiality and Parent Material Adverse Effect qualifications contained thereinEffect) shall be true at and as of the Effective Time as if made at and as of such time (other than except that the accuracy of representations and warranties that by their terms address matters only made as of another specified time, which shall a specific date will be true (disregarding all materiality determined at and Material Adverse Effect qualifications contained therein) only as of such timedate), with only such exceptions, in the case of this clause (iii) only, exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on Parent; Effect, and (iviii) the Company shall have received a certificate signed by an executive officer on behalf of Parent to the foregoing effect.
Appears in 1 contract
Samples: Merger Agreement (Commonwealth Telephone Enterprises Inc /New/)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 5.04(i), 5.05, the last sentence of Section 5.05(b), 5.07(j), 5.10(b), 5.18 and 5.06 of this Agreement (disregarding all 5.19, and that are not qualified by materiality and or Parent Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), and (B) all other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effecteffect and certifying that the condition set forth in Section 9.03(c) has been satisfied;
(b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Merger Subsidiary and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b) hereof; and
(c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate effect the Merger are and the other transactions contemplated by this Agreement is subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Effective Time of the following further additional conditions:
(a) (i) each of Parent and MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent and Merger Sub contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement (disregarding all materiality and without giving effect to any materiality, Parent Material Adverse Effect qualifications or similar qualifiers contained therein) shall be true in all material respects at and correct both as of the date of this Agreement and as of the Effective Time as if though made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at on and as of the Effective Time (other than any such representation or warranty that is made as if made at of a specified date, which representation or warranty shall be so true and correct as of such time (other than specified date), except where the failure of such representations and warranties that by their terms address matters only as of another specified time, which shall to be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time)correct, with only such exceptions, individually or in the case of this clause (iii) onlyaggregate, as have has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect Effect;
(b) Parent and Merger Sub shall have performed or complied in all material respects with each of their respective obligations required under this Agreement to be performed or complied with on Parentor prior to the Effective Time; and and
(ivc) the Company shall have received a certificate signed by an executive officer of Parent certifying as to the foregoing effectmatters set forth in Section 6.3(a) and Section 6.3(b).
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained in each of Sections 5.01, 5.02, 5.03 5.04(i) and 5.06 of this Agreement 5.05 (disregarding all materiality and Material Adverse Effect qualifications contained thereinexcept for any de minimis inaccuracy) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding in all materiality and Material Adverse Effect qualifications contained therein) material respects only as of such time) and (iiiB) all the other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub Merger Subsidiary pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionswith, in the case of this clause (iiiB) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and (iviii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; and
(b) there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible under Applicable Law) of the following further conditionsconditions at or prior to the Closing:
(a) (i) each of Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, Closing;
(iib) (i) each of the representations and warranties of Parent contained in each of Sections 5.01Section 5.1, 5.02Section 5.2, 5.03 and 5.06 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) Section 5.6 shall be true and correct in all material respects at and as of the Effective Time date of this Agreement and at and as of the Closing Date as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iiiii) all each of the other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the Effective Time date of this Agreement and at and as of the Closing Date as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptionsexcept, in the case of this clause (iii) onlyii), for any failures of such representations and warranties to be so true and correct as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect; and and
(ivc) the Company shall have received a certificate signed by an executive officer of Parent to certifying that the foregoing effectconditions in Sections 9.3(a) and (b) are satisfied.
Appears in 1 contract
Samples: Merger Agreement (Veritiv Corp)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver, if permissible under Applicable Law) on or prior to the Closing Date of the following further conditions:
: (a) (i) each of NICE, Parent and MergerSub Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (iib) the representations and warranties of NICE, Parent and Merger Subsidiary contained in each of Sections 5.01, 5.02, 5.03 and 5.06 of this Agreement or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects and correct at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) correct only as of such time), with only such exceptions, in the case of this clause (iii) only, exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on Parent; ’s ability to consummate the Merger and the other transactions contemplated by this Agreement and (ivc) the Company shall have received a certificate signed by an executive officer of the Parent to certifying that the foregoing effectconditions set forth in Sections 9.03(a) and 9.02(b) have been satisfied.
Appears in 1 contract
Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is subject to the satisfaction of the following further conditions:
(a) (i) each The representations and warranties of the Parent and MergerSub Merger Subsidiary contained in this Agreement shall have performed be true and correct (in the case of representations and warranties qualified as to materiality or Material Adverse Effect) or true and correct in all material respects all (in the case of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the other representations and warranties warranties) at and as of Parent contained in each of Sections 5.01, 5.02, 5.03 and 5.06 the date of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, in which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) case only as of such time), with only such exceptions, in the case of this clause (iii) only, except for those failures to be so true and correct as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on Parent; the ability of Parent and Merger Subsidiary to consummate the Merger.
(ivb) Parent shall have performed or complied in all material respects with all covenants and obligations required to be performed by it under this Agreement at or prior to the Effective Time.
(c) Parent shall have delivered to the Company shall have received a certificate signed of Parent, executed by an executive officer of Parent, that each of the conditions set forth in Section 9.02(a) and (b) has been satisfied in all material respects.
(d) Parent shall have delivered to the foregoing effectCompany a copy of the Escrow Agreement, duly and validly executed by Parent.
Appears in 1 contract
Samples: Merger Agreement (Affymetrix Inc)
