Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, 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 breach in any material respect of any provision of this Agreement.
Appears in 7 contracts
Samples: Merger Agreement (Midwest Holding Inc.), Merger Agreement (Realnetworks Inc), Merger Agreement (Ocean Bio Chem Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, rely on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any material respect of any provision of its other obligations under this Agreement.
Appears in 6 contracts
Samples: Merger Agreement (Duke Energy CORP), Merger Agreement (Piedmont Natural Gas Co Inc), Merger Agreement
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, as a basis either for not consummating the Merger Transactions, including the Merger, or terminating this Agreement and abandoning the other transactions contemplated by this AgreementTransactions, including the Merger, on the failure of any condition set forth in Section 6.01Section(s) 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in of any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Transactions, including the Merger, as required by and subject to Section 5.6.
Appears in 6 contracts
Samples: Merger Agreement (DPL Inc), Merger Agreement (Vertro, Inc.), Merger Agreement (Inuvo, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, Company nor Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by Transactions or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.017.01 (Conditions to Each Party’s Obligation to Effect the Merger), Section 6.02, 7.02 (Conditions to Obligations of Parent and Merger Sub) or Section 6.037.03 (Conditions to Obligation of the Company), as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 6 contracts
Samples: Merger Agreement (Wesco International Inc), Merger Agreement (Anixter International Inc), Merger Agreement (Wesco International Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s willful and intentional material breach in of any material respect of any provision of this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Energy Transfer LP), Merger Agreement (SemGroup Corp), Merger Agreement (McMoran Exploration Co /De/)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by this AgreementAgreement or terminating this Agreement and abandoning the Merger and the other transactions contemplated hereby, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by a material breach of this Agreement by such party’s breach , or in any material respect the case of any provision of this AgreementParent or Sub, by either Parent or Sub.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (PMC Sierra Inc), Agreement and Plan of Merger (Skyworks Solutions, Inc.), Merger Agreement (PMC Sierra Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.019.01, Section 6.02, 9.02 or Section 6.039.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure in any material respect to use the standard of efforts required from such Party to consummate the Merger and the other transactions contemplated hereby.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Carmike Cinemas Inc), Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.), Merger Agreement (Carmike Cinemas Inc)
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub or the Company may rely, either as a basis for not consummating the Merger or any of the other transactions contemplated by this AgreementAgreement or terminating this Agreement and abandoning the Merger, on the failure of any a condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VI to be satisfied if such failure was caused by such party’s breach failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur as required by this Agreement.
Appears in 5 contracts
Samples: Merger Agreement (At Home Group Inc.), Merger Agreement (Control4 Corp), Merger Agreement (Ultimate Software Group Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, rely on the failure of any condition set forth in Section 6.01, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s breach in any material respect failure to use the standard of any provision 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 Sections 6.5 and 6.14.
Appears in 5 contracts
Samples: Merger Agreement (Rue21, Inc.), Merger Agreement (Wolverine World Wide Inc /De/), Merger Agreement (Collective Brands, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.2(f), as the case may be, to be satisfied if such failure was caused by such party’s willful and intentional material breach in of any material respect of any provision of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Southern Union Co)
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub Inc.or the Company may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, rely on the failure of any condition set forth in Section 6.019.1, Section 6.02, 9.2 or Section 6.039.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, or other breach in any material respect of any provision of or noncompliance with this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (U.S. Well Services, Inc.), Merger Agreement (U.S. Well Services, Inc.), Merger Agreement (ProFrac Holding Corp.)
Frustration of Closing Conditions. Neither the Company, Parent, Company nor Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by Transactions or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this AgreementAgreement or such party’s failure to comply with its obligations hereunder contributes in any material respect to the failure of such condition to be satisfied.
Appears in 4 contracts
Samples: Merger Agreement (Pc Tel Inc), Merger Agreement (Pc Tel Inc), Merger Agreement (Pc Tel Inc)
Frustration of Closing Conditions. Neither the Company, None of Parent, Acquisition Sub or Merger Sub the Company may rely, rely either as a basis for not consummating the First Merger or any of the other transactions contemplated by hereby or terminating this Agreement, Agreement and abandoning the Mergers on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, Article VII to be satisfied if such failure was primarily caused by such party’s breach in failure to perform or comply with any material respect of any provision of its obligations under this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Barings BDC, Inc.), Merger Agreement (Sierra Income Corp), Merger Agreement (Alcentra Capital Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in Willful and Material Breach of any material respect of any provision of this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Ii-Vi Inc), Merger Agreement (Coherent Inc), Agreement and Plan of Merger (Coherent Inc)
Frustration of Closing Conditions. Neither the Company, Parent, Company nor Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s willful and intentional material breach in of any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Noble Corp), Merger Agreement (Atwood Oceanics Inc), Merger Agreement (Ensco PLC)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or the other transactions contemplated by for terminating this AgreementAgreement pursuant to ARTICLE VII, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to perform any covenant or obligation under or breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Perfumania Holdings, Inc.), Merger Agreement (Perfumania Holdings, Inc.), Merger Agreement (Parlux Fragrances Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or the other transactions contemplated by this AgreementAgreement or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused primarily by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (NewPage Holdings Inc.), Merger Agreement (Verso Paper Corp.)
Frustration of Closing Conditions. Neither the Company, Parenton the one hand, nor Parent or Merger Sub Sub, on the other hand, may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article V to be satisfied if such failure was caused by such partyParty’s breach in any material of, or failure to perform with respect of to, any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Glu Mobile Inc), Merger Agreement (Electronic Arts Inc.), Merger Agreement (Shutterfly Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in Willful and Material Breach of any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (PNK Entertainment, Inc.), Merger Agreement (Pinnacle Entertainment Inc.), Merger Agreement (Gaming & Leisure Properties, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, as a basis either for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Section(s) 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in of any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.8.
Appears in 3 contracts
Samples: Merger Agreement (Firstenergy Corp), Merger Agreement (Allegheny Energy, Inc), Merger Agreement
Frustration of Closing Conditions. Neither None of the Company, Parent, Company or Merger Sub the Parent Parties may rely, rely as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Asta Funding Inc), Merger Agreement, Merger Agreement (Dell Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.037.1, as the case may be, to be satisfied if such failure was caused in any material respect by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use such efforts to consummate the Merger and the other transactions contemplated hereby as required by Section 6.4.
Appears in 3 contracts
Samples: Merger Agreement (Bankrate, Inc.), Merger Agreement (Bankrate Inc), Merger Agreement (Bankrate Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by hereby or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.018.1, Section 6.02, 8.2 or Section 6.038.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Wageworks, Inc.), Merger Agreement (Healthequity, Inc.), Merger Agreement (Pantry Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.01, Section 6.027.02, or Section 6.037.03, as the case may be, to be satisfied if such failure was primarily caused by such party’s breach in any material respect of any provision of this Agreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 6.09.
Appears in 3 contracts
Samples: Merger Agreement (King Luther Capital Management Corp), Merger Agreement (Industrial Distribution Group Inc), Merger Agreement (Industrial Distribution Group Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.037.1, as the case may be, to be satisfied if such failure was caused in any material respect by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use such efforts to consummate the Merger and the other transactions contemplated hereby as required by Section 6.10.
Appears in 3 contracts
Samples: Merger Agreement (Wabash National Corp /De), Merger Agreement (Supreme Industries Inc), Merger Agreement (Parallel Petroleum Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.6.
Appears in 3 contracts
Samples: Merger Agreement (Triquint Semiconductor Inc), Agreement and Plan of Merger (Wj Communications Inc), Merger Agreement (Osi Restaurant Partners, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.5.
Appears in 3 contracts
Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), Merger Agreement (Biotel Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use all reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by Section 6.1.
Appears in 2 contracts
Samples: Merger Agreement (Ruthigen, Inc.), Merger Agreement (PLC Systems Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.6.2 or
Appears in 2 contracts
Samples: Merger Agreement (Energy Transfer Equity, L.P.), Merger Agreement (Southern Union Co)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger, terminating this Agreement and abandoning the Merger or preventing the other transactions contemplated by party from exercising its rights to terminate this AgreementAgreement under Section 7.1, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of this Agreement or any provision of this Agreementcovenant set forth herein.
Appears in 2 contracts
Samples: Merger Agreement (Goldman Sachs Group Inc/), Merger Agreement (Waste Industries Usa Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.019.01, Section 6.02, 9.02 or Section 6.039.03, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure in any material respect to use the standard of efforts required under this Agreement from such party to consummate the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Maidenform Brands, Inc.), Merger Agreement (Hanesbrands Inc.)
Frustration of Closing Conditions. Neither the Company, None of Parent, Acquisition Sub or Merger Sub the Company may rely, rely either as a basis for not consummating the First Merger or any of the other transactions contemplated by hereby or terminating this Agreement, Agreement and abandoning the Mergers on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, Article VII to be satisfied if such failure was caused by such party’s breach failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur as required by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Harvest Capital Credit Corp), Agreement and Plan of Merger (Portman Ridge Finance Corp)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by hereby or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Belk Inc), Merger Agreement (Saks Inc)
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub or the Company may rely, either as a basis for not consummating the Merger or any of the other transactions contemplated by Transactions or terminating this AgreementAgreement and abandoning the Merger, on the failure of any a condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VII to be satisfied if such failure was caused by such partyParty’s breach failure to act in any material respect of any provision of good faith or to use the requisite efforts to cause the Closing to occur as required by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (STAMPS.COM Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VIII to be satisfied if such failure was caused by materially contributed to by, or was the result of, such partyParty’s breach in any material respect of any provision of this Agreement or failure to use reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by, and subject to the conditions set forth in, Section 7.1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usg Corp), Merger Agreement (Gebr. Knauf Verwaltungsgesellschaft Kg)
Frustration of Closing Conditions. Neither Merger Company nor the Company, Parent, or Merger Sub Company may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, rely on the failure of any condition set forth in Section 6.01, 6.2 (other than Section 6.02, 6.2(c)) or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach 's failure to fulfill in any material respect of any provision of respects its obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johns Manville Corp /New/), Agreement and Plan of Merger (Manville Personal Injury Settlement Trust)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the First Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementFirst Merger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the First Merger and the other transactions contemplated hereby, as required by and subject to Section 5.1(a).
Appears in 2 contracts
Samples: Merger Agreement (Washington Group International Inc), Merger Agreement (Urs Corp /New/)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor ETP may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s willful and intentional material breach in of any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Energy Transfer Partners, L.P.), Merger Agreement (Sunoco Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach in any material respect of any provision of this AgreementAgreement or breach of the requirement to use efforts in accordance with Section 5.4(b).
Appears in 2 contracts
Samples: Merger Agreement (Kroger Co), Merger Agreement (Harris Teeter Supermarkets, Inc.)
Frustration of Closing Conditions. Neither the Company, Parenton the one hand, nor Parent or Merger Sub Sub, on the other hand, may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VI to be satisfied if such failure was caused by such party’s breach in any material of, or failure to perform with respect of to, any provision of this Agreement, including Section 5.7 and Section 5.8.
Appears in 2 contracts
Samples: Merger Agreement (Qumu Corp), Merger Agreement (Papa Murphy's Holdings, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.037.1, as the case may be, to be satisfied if such failure was caused in any material respect by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use such efforts to consummate the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (EQT Corp), Agreement and Plan of Merger (Trans Energy Inc)
Frustration of Closing Conditions. Neither None of the Company, SPAC, Parent, or Merger Sub may rely, either as a basis for not consummating the Transactions or terminating this Agreement and abandoning the Merger or the other transactions contemplated by this Agreement, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VIII to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (IG Acquisition Corp.), Business Combination Agreement (Lionheart III Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in of any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.9.
Appears in 2 contracts
Samples: Merger Agreement (Rri Energy Inc), Merger Agreement (Mirant Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement or failure 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 5.6.
Appears in 2 contracts
Samples: Merger Agreement (Radiation Therapy Services Inc), Merger Agreement (Vestar Capital Partners v L P)
Frustration of Closing Conditions. Neither the Company, Parent, Parent or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s (or in the case of Parent or Merger Sub, Parent Group Member’s) breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Emcore Corp), Merger Agreement (Emcore Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.01, Section 6.02, 7.02 or Section 6.037.03, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to perform any covenant or obligation under or breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Hercules Inc), Merger Agreement (Ashland Inc.)
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub or the Company may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any a condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VII to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of or other failure to comply with or perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (KnowBe4, Inc.), Merger Agreement (Vepf Vii SPV I, L.P.)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub Subsidiary may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 7.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s 's breach in any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 6.6.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (American Medical Security Group Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Jekogian Iii Nickolas W), Merger Agreement (Wilshire Enterprises Inc)
Frustration of Closing Conditions. Neither the None of Company, Parent, Parent or Merger Sub the Purchaser may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of failure to use reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dreams Inc), Merger Agreement (Dreams Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, or Merger Sub or the Purchaser may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure to use reasonable best efforts to consummate the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Aramark), Merger Agreement (Nordson Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.6.
Appears in 2 contracts
Samples: Merger Agreement (Comdata Network, Inc. Of California), Merger Agreement (Ceridian Corp /De/)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Sub, nor the Company may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as applicable and as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of, or failure of such party to perform its obligations under, this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s intentional and material breach in of any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Rti International Metals Inc), Merger Agreement (Alcoa Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure in any material respect to use the standard of efforts required from such Party to consummate the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (American Renal Associates Holdings, Inc.), Merger Agreement (American Renal Associates Holdings, Inc.)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this AgreementAgreement or breach of the requirement to use efforts in accordance with Section 5.6(a).
Appears in 2 contracts
Samples: Merger Agreement (Metals Usa Holdings Corp.), Merger Agreement (Reliance Steel & Aluminum Co)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger Mergers or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMergers, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in of any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Equitrans Midstream Corp), Merger Agreement (EQT Corp)
Frustration of Closing Conditions. Neither the Company, None of Parent, Acquisition Sub or Merger Sub the Company may rely, rely either as a basis for not consummating the First Merger or any of the other transactions contemplated by this Agreement, Agreement or terminating this Agreement and abandoning the Mergers on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, Article VII to be satisfied if such failure was caused by such party’s breach failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur as required by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (OHA Investment Corp), Merger Agreement (Portman Ridge Finance Corp)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by hereby, or as a basis for terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VII to be satisfied satisfied, if such failure was principally caused by such party’s breach in any material respect of any provision of this Agreement, failure to act in good faith or failure to use its reasonable best efforts to consummate the Merger or the other transactions contemplated hereby in accordance with Section 6.5.
Appears in 2 contracts
Samples: Merger Agreement (Industrial Logistics Properties Trust), Merger Agreement (Monmouth Real Estate Investment Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger Integrated Mergers or terminating this Agreement and abandoning the other transactions contemplated by this AgreementIntegrated Mergers, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s willful and material breach in of any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Aep Industries Inc), Merger Agreement (Berry Plastics Group Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Purchaser may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.01, Section 6.02, 7.02 or Section 6.037.03, as the case may be, to be satisfied if such failure was caused materially contributed to by such party’s breach in any material respect of any provision of this Agreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 6.06 and Section 6.07.
Appears in 2 contracts
Samples: Merger Agreement (RSC Holdings Inc.), Merger Agreement (United Rentals Inc /De)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (CAESARS ENTERTAINMENT Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.019.01, Section 6.02, 9.02 or Section 6.039.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure in any material respect to use the standard of efforts required from such Party to consummate the Merger and the other Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Transocean Ltd.), Merger Agreement (Transocean Ltd.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Articles V, Section 6.02, VI or Section 6.03VII, as the case may be, to be satisfied if such failure was caused by such relying party’s breach in any material respect of any provision of this AgreementAgreement or failure to use all best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 4.8.
Appears in 2 contracts
Samples: Merger Agreement (Onstream Media CORP), Merger Agreement (Narrowstep Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 7.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in Willful Breach of any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 6.8.
Appears in 2 contracts
Samples: Merger Agreement (Exelon Corp), Merger Agreement (Constellation Energy Group Inc)
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub or the Company may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any a condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VII to be satisfied if such failure was caused by such partyParty’s breach failure to act in any material respect of any provision of good faith or to use the requisite efforts to cause the Closing to occur as required by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Transphorm, Inc.), Merger Agreement (Medallia, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Carrizo Oil & Gas Inc), Merger Agreement (Callon Petroleum Co)
Frustration of Closing Conditions. Neither the Company, Parent, Company nor Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by Transactions or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Cubic Corp /De/), Agreement and Plan of Merger (Navigant Consulting Inc)
Frustration of Closing Conditions. Neither the Company, Parenton the one hand, nor Parent or Merger Sub Sub, on the other, may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.6.
Appears in 2 contracts
Samples: Merger Agreement (American Surgical Holdings Inc), Merger Agreement (Airnet Systems Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement (including Section 5.6).
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Dresser-Rand Group Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, or Section 6.036.2 and 6.3, as the case may be, to be satisfied if and to the extent such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure to use all reasonable best efforts to consummate the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, to the extent required by and subject to Section 5.6.
Appears in 1 contract
Samples: Merger Agreement (Fiserv Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was primarily caused by such partyParty’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition conditions set forth in Section 6.01Sections 8.1, Section 6.02, or Section 6.038.2 and 8.3 of this Agreement, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or the failure to use reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 7.5.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, Company nor Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by Transactions or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was primarily caused by such party’s material breach in any material respect of any provision of this AgreementAgreement or such party’s failure to comply with its obligations hereunder contributes in any material respect to the failure of such condition to be satisfied.
Appears in 1 contract
Samples: Merger Agreement (Startek, Inc.)
Frustration of Closing Conditions. Neither None of the Company, Parent, Company or Merger Sub the Parent Parties may rely, rely as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused to any material extent by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parenton the one hand, nor Parent or Merger Sub Sub, on the other hand, may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.9, Section 5.10 and Section 5.13.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.6.
Appears in 1 contract
Samples: Merger Agreement (Lesco Inc/Oh)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger, terminating this Agreement and abandoning the Merger or preventing the other transactions contemplated by party from exercising its rights to terminate this AgreementAgreement under Section 7.1, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of this Agreement or any provision of this Agreementcovenant set forth herein.
Appears in 1 contract
Samples: Merger Agreement (Wca Waste Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Sub, Merger LLC, nor the Company may rely, as a basis for not consummating in connection with any claim that it has no obligation to effect the Merger or the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreementfailure to comply with its obligations to consummate the Merger and the other Transactions.
Appears in 1 contract
Samples: Merger Agreement (Polyone Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub nor the Company may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, rely on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of failure to use commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such Table of Contents failure was caused by such party’s willful and intentional material breach in of any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, Company may rely on the failure of any condition to its obligation to consummate the Merger set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of failure to use its reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use all reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.05.
Appears in 1 contract
Samples: Merger Agreement (Harman International Industries Inc /De/)
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, Company may rely on the failure of any condition to its obligation to consummate the Merger set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach 's failure (subject, in any material respect the case of any provision of Parent and Merger Sub, to Section 5.6(c)) to use its reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Clayton Homes Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Parent nor Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this Agreement, Merger on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Petsmart Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, on the failure of any condition set forth in Section 6.017.01, Section 6.027.02, or Section 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or the other transactions contemplated by this AgreementAgreement or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (BMC Software Inc)
Frustration of Closing Conditions. Neither the Sole Stockholder, the Company, Parent, or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, on the failure of any condition set forth in Section 6.017.01, Section 6.027.02, or Section 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub Subsidiary may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.4 and Section 5.6.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, or Section 6.036.2 and 6.3, as the case may be, to be satisfied if such failure was caused in any material respect by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use such efforts to consummate the Merger and the other transactions contemplated hereby as required by Section 5.9.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement was the primary cause for such failure.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such A-51 failure was caused by such party’s willful and intentional material breach in of any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.037.1, as the case may be, to be satisfied if such failure was caused in any material respect by such party’s breach in any material respect of any provision of this Agreement.Agreement or failure to use such efforts to consummate the Merger and the other transactions contemplated hereby as required by Section 6.4. A-34
Appears in 1 contract
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by this AgreementAgreement or terminating this Agreement and abandoning the Merger and the other transactions contemplated hereby, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s a breach in any material respect of any provision of this AgreementAgreement by such Party, or in the case of Parent or Merger Sub, by either Parent or Merger Sub.
Appears in 1 contract
Samples: Merger Agreement (WillScot Corp)
Frustration of Closing Conditions. Neither the Company, Parenton the one hand, nor Parent or Merger Sub Sub, on the other hand, may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement was the primary cause of such failure.
Appears in 1 contract
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach in any material respect of any provision of this AgreementAgreement or breach of the requirement to use efforts in accordance with Section 5.5(b).
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Frustration of Closing Conditions. Neither the Company, Parenton the one hand, nor the Parent or Merger Sub Sub, on the other hand, may rely, either as a basis for not consummating the Merger or any of the other transactions contemplated by this AgreementAgreement or terminating this Agreement and abandoning the Merger and the other transactions contemplated hereby, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may beapplicable, to be satisfied if such failure was caused by such partyParty’s breach in any material respect Willful Breach of any provision of this Agreement, including the failure of such Party to use all reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.5.
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Samples: Merger Agreement (National Financial Partners Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Acquisition Sub may rely, as a basis for not consummating the Merger Asset Acquisition or the other transactions contemplated by this Agreement, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, 6.01 to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
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Samples: Plan of Reorganization and Asset Purchase Agreement (Allarity Therapeutics, Inc.)
