Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 12 contracts
Samples: Merger Agreement (Closure Medical Corp), Merger Agreement (Meridian Medical Technologies Inc), Merger Agreement (Benchmark Electronics Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 9 contracts
Samples: Merger Agreement (International Speedway Corp), Merger Agreement (Johnson & Johnson), Merger Agreement (3 Dimensional Pharmaceuticals Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, this Article VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject hereby in accordance with Section 6.5 has been a principal cause of the failure of such condition to Section 5.03be satisfied.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Monmouth Real Estate Investment Corp), Agreement and Plan of Merger (Monmouth Real Estate Investment Corp), Agreement and Plan of Merger (Equity Commonwealth)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.035.4.
Appears in 7 contracts
Samples: Merger Agreement (Maine & Maritimes Corp), Merger Agreement (Merix Corp), Merger Agreement (I2 Technologies Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 6 contracts
Samples: Merger Agreement (Overseas Shipholding Group Inc), Merger Agreement (Guidant Corp), Agreement and Plan of Merger (Guidant Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 6 contracts
Samples: Merger Agreement (Boston Scientific Corp), Agreement and Plan of Merger (Johnson & Johnson), Merger Agreement (Boston Scientific Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03, or by such party’s breach of any other provision of this Agreement.
Appears in 6 contracts
Samples: Merger Agreement (Jagged Peak, Inc.), Merger Agreement (Teavana Holdings Inc), Merger Agreement (Starbucks Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 Section 6.02, or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03, or by such party’s breach of any other provision of this Agreement.
Appears in 5 contracts
Samples: Merger Agreement (HashiCorp, Inc.), Merger Agreement, Merger Agreement
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.01Sections 7.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.03.
Appears in 5 contracts
Samples: Merger Agreement (Brookdale Senior Living Inc.), Merger Agreement (Unitedhealth Group Inc), Merger Agreement (Guilford Pharmaceuticals Inc)
Frustration of Closing Conditions. None Neither the Company nor any of the Company, Parent or Sub Parties may rely on the failure of any condition set forth in Section 6.016.1, 6.02 Section 6.2 or 6.03Section 6.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by comply with any provision of this Agreement, as required by and subject to Section 5.03.
Appears in 5 contracts
Samples: Merger Agreement (Concord Acquisition Corp II), Merger Agreement (Power & Digital Infrastructure Acquisition II Corp.), Merger Agreement (Software Acquisition Group Inc. III)
Frustration of Closing Conditions. None of the Company, Purchaser or Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 6.1 or 6.03, as the case may be, Annex A to be satisfied if such failure was caused by the failure of such party’s failure party to act in good faith or to use perform any of its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by obligations under this Agreement, as required by and subject to Section 5.03.
Appears in 5 contracts
Samples: Merger Agreement (GenMark Diagnostics, Inc.), Merger Agreement (Hyperion Therapeutics Inc), Merger Agreement (Horizon Pharma PLC)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.017.1, 6.02 Section 7.2 or 6.03Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.10(a).
Appears in 5 contracts
Samples: Merger Agreement (Silicon Storage Technology Inc), Merger Agreement (Open Text Corp), Merger Agreement (Silicon Storage Technology Inc)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.5.
Appears in 4 contracts
Samples: Merger Agreement (Citigroup Inc), Merger Agreement (Ford Gerald J), Agreement and Plan of Merger (Golden State Bancorp Inc)
Frustration of Closing Conditions. None of Parent, Purchaser or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.018.1, 6.02 Section 8.2 or 6.03Section 8.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreementhereby, as required by and subject to Section 5.037.1.
Appears in 4 contracts
Samples: Merger Agreement (Pinnacle Data Systems Inc), Merger Agreement (Avnet Inc), Merger Agreement (Bell Microproducts Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.035.5.
Appears in 4 contracts
Samples: Merger Agreement (Archipelago Learning, Inc.), Merger Agreement (Roche Holding LTD), Merger Agreement (Digimarc Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use perform any of its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by obligations under this Agreement, as required by and subject to Section 5.03.
Appears in 4 contracts
Samples: Merger Agreement (Dupont Photomasks Inc), Merger Agreement (Blue Martini Software Inc), Merger Agreement (Bravo Holdco)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section Sections 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.04.
Appears in 4 contracts
Samples: Merger Agreement (Adgero Biopharmaceuticals Holdings, Inc.), Merger Agreement (Adgero Biopharmaceuticals Holdings, Inc.), Merger Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s (or (a) in the case of Parent, Sub’s, and (b) in the case of Sub, Parent’s) failure to act in good faith or to use perform any of its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by obligations under this Agreement, as required by and subject to Section 5.03.
Appears in 4 contracts
Samples: Merger Agreement (Black Knight, Inc.), Merger Agreement (Covance Inc), Merger Agreement (Laboratory Corp of America Holdings)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.5.
Appears in 4 contracts
Samples: Merger Agreement (Travelers Group Inc), Merger Agreement (Associates First Capital Corp), Merger Agreement (Citigroup Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by party's breach of this Agreement has been a principal reason that such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03condition has not been satisfied.
Appears in 4 contracts
Samples: Merger Agreement (Us Airways Inc), Merger Agreement (Ual Corp /De/), Merger Agreement (Us Airways Inc)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or breach of its obligation to use its commercially reasonable best efforts to consummate the Merger or the Bank Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.01.
Appears in 4 contracts
Samples: Merger Agreement (Northeast Pennsylvania Financial Corp), Merger Agreement (Banknorth Group Inc/Me), Merger Agreement (KNBT Bancorp Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts efforts, as the case may be, to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.03.
Appears in 4 contracts
Samples: Merger Agreement (Jones Apparel Group Inc), Merger Agreement (CFC International Inc), Merger Agreement (Cimnet Inc/Pa)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.035.4.
Appears in 4 contracts
Samples: Merger Agreement (Graham Holdings Co), Merger Agreement (SmartPros Ltd.), Merger Agreement (Dynamex Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03, or by such party’s breach of any other provision of this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Orbital Atk, Inc.), Merger Agreement (Northrop Grumman Corp /De/), Merger Agreement (Netezza Corp)
Frustration of Closing Conditions. None of MLP or any of the Company, Parent or Sub Entities may rely on the failure of any condition set forth in Section 6.016.1, 6.02 Section 6.2 or 6.03Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by hereby, or other breach of or noncompliance with this Agreement, as required by and subject to Section 5.03.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Energy Transfer Partners, L.P.), Merger Agreement (Regency Energy Partners LP)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to perform any of its obligations under this Agreement, to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, Agreement as required by and subject to Section 5.03.
Appears in 3 contracts
Samples: Merger Agreement (Teleflex Medical Inc), Merger Agreement (Arrow International Inc), Merger Agreement (Teleflex Inc)
Frustration of Closing Conditions. None of MLP or any of the Company, Parent or Sub Entities may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by hereby, or other breach of or noncompliance with this Agreement, as required by and subject to Section 5.03.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (PVR Partners, L. P.), Merger Agreement (Regency Energy Partners LP)
Frustration of Closing Conditions. None of the Company, the Parent or Sub the Purchaser may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be7.1, to be satisfied if such failure was caused by party's breach of this Agreement has been a principal reason that such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03condition has not been satisfied.
Appears in 3 contracts
Samples: Merger Agreement (Newport News Shipbuilding Inc), Merger Agreement (Newport News Shipbuilding Inc), Merger Agreement (Northrop Grumman Corp /De/)
Frustration of Closing Conditions. None of Neither the Company, Company nor Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 7.1 or 6.03Section 7.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by comply with any provision of this Agreement, as required by and subject to Section 5.03.
Appears in 3 contracts
Samples: Merger Agreement (Novelis Inc.), Merger Agreement (Aleris Corp), Merger Agreement (Novelis Inc.)
Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Voting Agreement, as required by and subject to Section 5.035.04.
Appears in 3 contracts
Samples: Merger Agreement (Chase Industries Inc), Merger Agreement (Citigroup Inc), Merger Agreement (Olin Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially all reasonable efforts to consummate the Merger and the other transactions contemplated Transactions to be performed or consummated by such Party in accordance with the terms of this Agreement, Agreement as required by and subject to Section 5.036.04.
Appears in 3 contracts
Samples: Merger Agreement (Jorgensen Earle M Co /De/), Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Reliance Steel & Aluminum Co)
Frustration of Closing Conditions. None of Parent, Purchaser or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 6.01 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.03.
Appears in 3 contracts
Samples: Merger Agreement (Golden State Vintners Inc), Agreement and Plan of Merger (Golden State Vintners Inc), Agreement and Plan of Merger (Golden State Vintners Inc)
Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, as required by and subject to Section 5.03.6.02. ARTICLE VIII
Appears in 3 contracts
Samples: Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, this Article VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject hereby in accordance with Section 6.5 has been the principal cause of the failure of such condition to Section 5.03be satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Specialty Underwriters Alliance, Inc.), Agreement and Plan of Merger (Tower Group, Inc.), Merger Agreement (Tower Group, Inc.)
Frustration of Closing Conditions. None of the Company, the Parent or Sub the Purchaser may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 7.1 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.036.8.
Appears in 3 contracts
Samples: Merger Agreement (COV Delaware Corp), Merger Agreement (Covidien PLC), Merger Agreement (Ev3 Inc.)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.1, 6.02 7.2 or 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially own reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.5.
Appears in 3 contracts
Samples: Merger Agreement (Inncardio, Inc), Merger Agreement (Snocone Systems Inc), Merger Agreement (Whos Your Daddy Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated contem plated by this Agreement and the Stockholders Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (International Business Machines Corp), Merger Agreement (Mainspring Inc)
Frustration of Closing Conditions. None of Parent, Purchaser or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 6.01 to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.035.02.
Appears in 2 contracts
Samples: Merger Agreement (SBC Communications Inc), Agreement and Plan of Merger (Sterling Commerce Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially all reasonable efforts to consummate the Merger and the other transactions contemplated Transactions to be performed or consummated by such party in accordance with the terms of this Agreement, Agreement as required by and subject to Section 5.036.03.
Appears in 2 contracts
Samples: Stockholders Agreement (Coast Hotels & Casinos Inc), Merger Agreement (Coast Hotels & Casinos Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's (or (a) in the case of Parent, Sub's, and (b) in the case of Sub, Parent's) failure to act in good faith or to use perform any of its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by obligations under this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03, or was caused by such party’s breach of any other provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Merge Healthcare Inc), Merger Agreement (Merge Healthcare Inc)
Frustration of Closing Conditions. None of the Company, Guarantor, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (American Water Works Co Inc), Merger Agreement (Rwe Aktiengesellschaft /Adr/)
Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (Mp3 Com Inc), Merger Agreement (Vivendi)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to perform any of its obligations under this Agreement, to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (Paxar Corp), Merger Agreement (Avery Dennison Corporation)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (Corio Inc), Merger Agreement (Rational Software Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.5.
Appears in 2 contracts
Samples: Merger Agreement (Hadco Corp), Merger Agreement (Irvine Horace H Ii)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 7.01 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.03.
Appears in 2 contracts
Samples: Merger Agreement (Microsoft Corp), Merger Agreement (Greenfield Online Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub Purchaser may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be7.1, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.036.5.
Appears in 2 contracts
Samples: Merger Agreement (Precision Castparts Corp), Merger Agreement (Titanium Metals Corp)
Frustration of Closing Conditions. None of the Company, Parent the Buyer or Sub the Transitory Subsidiary may rely on the failure of any condition set forth in Section 6.01, 6.02 7.2 or 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other transactions contemplated by this Agreement, including as required by and subject to Section 5.036.6.
Appears in 2 contracts
Samples: Merger Agreement (Biosphere Medical Inc), Merger Agreement (Merit Medical Systems Inc)
Frustration of Closing Conditions. None of the Company, the Parent Corporation or Sub the Acquisition Corporation may rely on the failure of any condition set forth in Section 6.017.1, 6.02 7.2 or 6.037.3, as the case may be, to be satisfied if such failure was caused by party's breach of this Agreement has been a principal reason that such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03condition has not been satisfied.
Appears in 2 contracts
Samples: Merger Agreement (General Dynamics Corp), Merger Agreement (Primex Technologies Inc)
Frustration of Closing Conditions. None of Neither Parent, Purchaser nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, Sections 7.1 through 7.3 to be satisfied if such failure was caused solely by such party’s 's own failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreementhereby, as required by and subject to Section 5.036.4.
Appears in 2 contracts
Samples: Merger Agreement (Metropolitan Life Insurance Co/Ny), Merger Agreement (Metropolitan Life Insurance Co/Ny)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s (or (a) in the case of Parent, Sub’s, and (b) in the case of Sub, Parent’s) breach of, or failure to act in good faith or to use perform, any of its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by obligations under this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (Cyan Inc), Merger Agreement (Ciena Corp)
Frustration of Closing Conditions. None of Neither the Company, Parent or Sub nor the Company may rely on the failure of any condition set forth in Section 6.01, 6.02 6.1 or 6.03Section 6.2, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.035.6.
Appears in 2 contracts
Samples: Merger Agreement (Scientific Games Corp), Merger Agreement (Mdi Entertainment Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (Heartport Inc), Merger Agreement (Johnson & Johnson)
Frustration of Closing Conditions. None of the Company, Parent or Sub Purchaser may rely on the failure of any condition set forth in Section 6.01Sections 6.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.035.3.
Appears in 2 contracts
Samples: Merger Agreement (Verizon Communications Inc), Merger Agreement (Terremark Worldwide Inc.)
Frustration of Closing Conditions. None of the Company, Parent Parent, the Purchaser or Sub Merger LLC may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, this ARTICLE 6 to be satisfied if such failure was primarily caused by or primarily resulted from such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by breach of this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (PLX Technology Inc), Merger Agreement (Integrated Device Technology Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1, 6.02 Section 7.2 or 6.03Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.8(a).
Appears in 2 contracts
Samples: Merger Agreement (Checkfree Corp \Ga\), Merger Agreement (Corillian Corp)
Frustration of Closing Conditions. None of Parent, Merger Sub, the Company, Parent Company or Sub the Sellers may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, this Article 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable best efforts to consummate cause the Merger and the other transactions contemplated by this AgreementClosing to occur, as required by and subject to Section 5.036.08.
Appears in 2 contracts
Samples: Stock Purchase Agreement and Agreement and Plan of Merger, Stock Purchase Agreement and Agreement and Plan of Merger (Dynegy Inc.)
Frustration of Closing Conditions. None of the Company, Partnership or any of the Parent or Sub Entities may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by hereby, or other breach of or noncompliance with this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (Markwest Energy Partners L P), Merger Agreement
Frustration of Closing Conditions. None of the Company, Guarantor, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (American Water Works Company, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03, or by such Party’s breach of any other provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Qualcomm Inc/De), Merger Agreement (Atheros Communications Inc)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02, 7.03 or 6.037.04, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to commence or complete the Offer or consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.03.
Appears in 2 contracts
Samples: Merger Agreement (Dynamics Corp of America), Agreement and Plan of Merger (CTS Corp)
Frustration of Closing Conditions. None of the Company, Company or any of the Parent or Sub Entities may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by hereby, or other breach of or noncompliance with this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (Kinder Morgan Energy Partners L P), Merger Agreement (Copano Energy, L.L.C.)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition precedent set forth in Section 6.01, 6.02 or 6.03, as the case may be, this ARTICLE VII to be satisfied if such failure was caused by such party’s failure to act comply with its obligations set forth in good faith or to use its commercially reasonable efforts this Agreement to consummate and make effective the Merger and the other transactions contemplated by this Agreementprovided for herein, as required by and subject to Section 5.036.5.
Appears in 2 contracts
Samples: Merger Agreement (Celgene Corp /De/), Merger Agreement (Abraxis BioScience, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Sub Buyer may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, Article 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith to comply with this Agreement or to use its commercially reasonable best efforts to consummate and make effective the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03provided for herein.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hecla Mining Co/De/), Asset Purchase Agreement (Hecla Mining Co/De/)
Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, as required by and subject to Section 5.035.04.
Appears in 2 contracts
Samples: Merger Agreement (Dupont E I De Nemours & Co), Merger Agreement (Chemfirst Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1, 6.02 Section 7.2 or 6.03Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by Agreement in accordance with and subject to Section 5.03such party’s obligations under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (RenPac Holdings Inc.), Merger Agreement (Pactiv Corp)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger or the Bank Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.01.
Appears in 2 contracts
Samples: Merger Agreement (Banknorth Group Inc/Me), Merger Agreement (Banknorth Group Inc/Me)
Frustration of Closing Conditions. None of Neither the Company, on the one hand, nor any Parent or Sub Entity, on the other hand, may rely rely, as a basis for not consummating the Transactions, on the failure of any condition set forth in Section 6.01, 6.02 Section 6.02, or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act breach in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by any material respect of any provision of this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (Panbela Therapeutics, Inc.), Merger Agreement (Panbela Therapeutics, Inc.)
Frustration of Closing Conditions. None of Neither the Company, Company nor Parent or Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially all reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Merger Agreement (Appliedtheory Corp), Merger Agreement (Appliedtheory Corp)
Frustration of Closing Conditions. None of the Company, the Parent or Sub the Purchaser may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be7.1, to be satisfied if such failure was caused by -42- 49 such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by 's breach of this Agreement, as required by and subject to Section 5.03Agreement has been a principal reason that such condition has not been satisfied.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to the exceptions set forth in Section 5.03.
Appears in 1 contract
Samples: Merger Agreement (Micromuse Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent Lucent or Sub Acquisition may rely on the failure of any condition set forth in Section 6.01Sections 6.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.5.15
Appears in 1 contract
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may --------------------------------- rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or Party's breach of its obligation to use its commercially reasonable best efforts to consummate the Merger or the Bank Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.01.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01Sections 6.1, 6.02 6.2 or 6.036.3 of this Agreement, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.3 of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1, 6.02 Section 7.2 or 6.03Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.9.
Appears in 1 contract
Samples: Merger Agreement (Ryerson Inc.)
Frustration of Closing Conditions. None of the Company, the Parent or Sub the Merger Subsidiary may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by party's breach of this Agreement has been a principal reason that such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03condition has not been satisfied.
Appears in 1 contract
Frustration of Closing Conditions. None of Neither the Company, Parent or Sub nor the Company may rely on the failure of any condition set forth in Section 6.01, 6.02 6.1 or 6.03Section 6.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.035.6.
Appears in 1 contract
Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Voting and Option Agreement, as required by and subject to Section 5.03.5.04. 62 57
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.018.01, 6.02 8.02 or 6.038.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.03.
Appears in 1 contract
Samples: Agreement and Plan of Split Off and Merger (Zenex Telecom Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 Section 7.02, or 6.03Section 7.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.03, or by such party’s breach of any other provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use comply with its commercially reasonable efforts obligations to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith breach of Section 5.03 or to use its commercially reasonable efforts to consummate the Merger and the any other transactions contemplated by provision of this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Samples: Merger Agreement (Internet Security Systems Inc/Ga)
Frustration of Closing Conditions. None of Neither the Company, Company nor Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.05.
Appears in 1 contract
Samples: Merger Agreement (Allied Riser Communications Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01Sections 5.01, 6.02 5.02 or 6.035.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith breach of Section 4.02 or to use its commercially reasonable efforts to consummate the Merger and the any other transactions contemplated by provision of this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Samples: Arrangement Agreement (Cognos Inc)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 SECTION 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.3.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s breach of Section 5.03 or any other provision of this Agreement or if such party consented in writing to any action and such action resulted in the failure of such condition to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03be satisfied.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1 , 6.02 Section 7.2 or 6.03Section 7.3 , as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.9.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to perform any of its obligations under this Agreement, to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.03.
Appears in 1 contract
Samples: Merger Agreement (Ihop Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub Purchaser may rely on the failure of any condition set forth in Section 6.01, 6.02 Section 6.02, or Section 6.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach, including such Party’s failure to act in good faith or to use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other transactions Transactions contemplated by this Agreementhereby, as required by and subject to Section 5.035.01.
Appears in 1 contract
Samples: Merger Agreement (Trans World Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.01Sections 7.1, 6.02 7.2 or 6.03, as the case may be, 7.3 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.036.9.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1, 6.02 Section 7.2 or 6.03Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.8(a).
Appears in 1 contract
Samples: Merger Agreement (Aquantive Inc)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.3.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1, 6.02 Section 7.2 or 6.03Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.7.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.3.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated contem plated by this Agreement, as required by and subject to Section 5.035.05.
Appears in 1 contract
Samples: Merger Agreement (International Business Machines Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to perform any of its obligations under this Agreement, to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.03.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03, or by such party's breach of any other provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (DemandTec, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Sub Acquisition may rely on the failure of any condition set forth in Section 6.01Sections 7.1, 6.02 7.2, or 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.2.
Appears in 1 contract
Samples: Merger Agreement (CCP Worldwide Inc)
