Frustration of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.
Appears in 9 contracts
Samples: Merger Agreement (Front Yard Residential Corp), Merger Agreement (Front Yard Residential Corp), Merger Agreement (Athenahealth Inc)
Frustration of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1Sections 6.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach of any provision of this Agreement.
Appears in 9 contracts
Samples: Merger Agreement (SomaLogic, Inc.), Merger Agreement (Advaxis, Inc.), Merger Agreement (Ayala Pharmaceuticals, Inc.)
Frustration of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions or terminating this Agreement and abandoning the Merger, rely on the failure of any condition set forth in Section 7.16.01, Section 7.2 6.02 or Section 7.36.03, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of failure to act in good faith or 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 5.06.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (FOHG Holdings, LLC), Merger Agreement (Frederick's of Hollywood Group Inc /Ny/)
Frustration of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions Transactions or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 7.17.01, Section 7.2 7.02 or Section 7.37.03, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Applied Molecular Transport Inc.), Merger Agreement (Cyclo Therapeutics, Inc.)
Frustration of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by this Agreement or for terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Agiliti, Inc. \De), Merger Agreement (Covetrus, Inc.), Merger Agreement (Vonage Holdings Corp)
Frustration of Conditions. None of the Company, Parent or Merger nor Acquisition Sub may rely, either as a basis for not consummating the Merger or the other transactions Transactions or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 7.17.01, Section 7.2 7.02 or Section 7.37.03, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Brookfield Property Partners L.P.), Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (GGP Inc.)
Frustration of Conditions. None of the Company, Parent or Merger Acquisition Sub may rely, either as a basis for not consummating the Exchange or the Merger or the other transactions Transactions or terminating this Agreement and abandoning the Exchange or the Merger, on the failure of any condition set forth in Section 7.17.01, Section 7.2 7.02 or Section 7.37.03, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Rouse Properties, Inc.), Merger Agreement (Brookfield Asset Management Inc.)
Frustration of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions or terminating this Agreement and abandoning the Merger, rely on the failure of any condition set forth in Section 7.17.1 or, with respect to Parent or Merger Sub, in Section 7.2 or 7.2, or, with respect to the Company, in Section 7.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach of any provision of failure to act in good faith or use such efforts to consummate the transactions contemplated by this Agreement, as required by and subject to Section 6.3.
Appears in 2 contracts
Samples: Merger Agreement (Teleflex Inc), Merger Agreement (Vascular Solutions Inc)
Frustration of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s 's material breach of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Counterpath Corp)
Frustration of Conditions. None of the Company, Parent Parent, Merger Sub I or Merger Sub II may rely, either as a basis for not consummating the Merger Mergers or the other transactions or terminating this Agreement and abandoning the MergerMergers, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Univar Inc.)
Frustration of Conditions. None of the Company, Parent or Merger Sub Purchaser may rely, either as a basis for not consummating the Merger or the other transactions or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3Schedule I, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach of any provision of this Agreement.
Appears in 1 contract
Frustration of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section Sections 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.
Appears in 1 contract
Frustration of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1Sections 7.1, Section 7.2 7.2 or Section 7.37.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of this AgreementAgreement or, in the case of Parent or Merger Sub, on the failure of Parent or any of its Affiliates to satisfy any of the conditions set forth in the Commitment Letter (or any definitive agreements related thereto).
Appears in 1 contract
Frustration of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section Sections 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.. Article XV
Appears in 1 contract
Samples: Merger Agreement (Ebix Inc)
Frustration of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section Sections 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of this AgreementAgreement or, in the case of Parent or Merger Sub, on the failure of Parent or any of its Affiliates to satisfy any of the conditions set forth in the Commitment Letter (or any definitive agreements related thereto).
Appears in 1 contract
