Frustration of Conditions. None of the Company, Parent or MergerCo may rely on the failure of any condition set forth in Section 8.01, Section 8.02 or Section 8.03, 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 reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 7.07.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Alleghany Corp /De), Agreement and Plan of Merger (Darwin Professional Underwriters Inc), Agreement and Plan of Merger (Allied World Assurance Co Holdings LTD)
Frustration of Conditions. None of the Company, Parent or MergerCo Sub may rely on the failure of any condition set forth in Section 8.01, Section 8.02 9.01 or Section 8.03, as the case may be, in Annex I 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 and the Merger and the other transactions Transactions contemplated by this Agreement, as required by and subject to Section 7.07.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mueller Industries Inc), Agreement and Plan of Merger (Tecumseh Products Co), Agreement and Plan of Merger (Tecumseh Products Co)
Frustration of Conditions. None of the Company, Parent or MergerCo Merger Sub may rely on the failure of any condition set forth in Section 8.01, Section 8.02 7.1 or Section 8.03, as the case may be, in Annex A to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts to consummate the Offer and the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 7.07Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Icx Technologies Inc)
Frustration of Conditions. None of the Company, Parent or MergerCo Sub may rely on the failure of any condition set forth in Section 8.01, Section 8.02 7.1 or Section 8.03, as the case may be, in Annex I 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 and the Merger and the other transactions contemplated by this Agreement, as required contemplated by and subject to Section 7.076.6.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Somanetics Corp), Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Somanetics Corp)
Frustration of Conditions. None of the Company, Parent or MergerCo Merger Sub may rely on the failure of any condition set forth in Section 8.01, Section 8.02 or Section 8.03, as the case may be, 9.01 to be satisfied if such failure was caused by such party’s 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 7.078.06.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc), Agreement and Plan of Merger (Myriad Pharmaceuticals, Inc.)
Frustration of Conditions. None of the Company, Parent or MergerCo Merger Sub may rely on the failure of any condition set forth in Section 8.01, Section 8.02 or Section 8.03, 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 7.07.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PRA International), Agreement and Plan of Merger (PRA International)
Frustration of Conditions. None of the Company, Parent or MergerCo Sub may rely on the failure of any condition set forth in Section 8.017.1, Section 8.02 7.2 or Section 8.037.3, 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 reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementContemplated Transactions, as required by and subject to Section 7.076.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Books a Million Inc)
Frustration of Conditions. None of the Company, Parent or MergerCo Purchaser may rely on the failure of any condition set forth in Section 8.017.1, Section 8.02 7.2 or Section 8.037.3, 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 reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 7.07.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Fiber Systems, Inc.), Agreement and Plan of Merger (Fibernet Telecom Group Inc\)
Frustration of Conditions. None of the Company, Parent or MergerCo Merger Sub may rely on the failure of any condition set forth in Section 8.017.01, Section 8.02 7.02 or Section 8.037.03, 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 reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 7.076.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jefferies Financial Group Inc.), Agreement and Plan of Merger (Homefed Corp)
Frustration of Conditions. None of the Company, Parent or MergerCo Merger Sub may rely on the failure of any condition set forth in Section 8.016.01, Section 8.02 6.02 or Section 8.036.03, 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 reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 7.075.06.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mod Pac Corp), Agreement and Plan of Merger (Mod Pac Corp)
Frustration of Conditions. None of the Company, Parent or MergerCo Merger Sub may rely on the failure of any condition set forth in Section 8.017.1, Section 8.02 7.2 or Section 8.03, 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Articles I and II and Section 7.076.1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Young Innovations Inc)
Frustration of Conditions. None of the Company, Parent or MergerCo Merger Sub may rely on the failure of any condition set forth in Section 8.01, Section 8.02 or Section 8.03, as the case may be, to be satisfied 7.1 if such failure was caused by such partyParty’s failure to act in good faith or to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 7.076.2, or such other efforts standard as may be expressly set forth elsewhere herein, as applicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cogentix Medical Inc /De/)
Frustration of Conditions. None of the Company, Parent or MergerCo Merger Sub may rely on the failure of any condition set forth in Section 8.01, Section 8.02 or Section 8.03, 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 reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 7.07Merger.
Appears in 1 contract
Samples: Voting Agreement (Iomai Corp)
Frustration of Conditions. None of the Company, Parent or MergerCo may rely on the failure of any condition set forth in Section 8.018.1, Section 8.02 8.2 or Section 8.038.3, 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 reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 7.077.6.
Appears in 1 contract
Frustration of Conditions. None of the Company, Parent or MergerCo Merger Sub may rely on the failure of any condition set forth in Section 8.01Sections 7.1, Section 8.02 7.2 or Section 8.03, 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 reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 7.076.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)
Frustration of Conditions. None of the Company, Parent or MergerCo Merger Sub may rely on the failure of any condition set forth in Section 8.01, Section 8.02 or Section 8.03, as the case may be, to be satisfied 7.1 if such failure was caused by such partyParty’s 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 7.076.2.
Appears in 1 contract
Frustration of Conditions. None of the Company, Parent or MergerCo Merger Sub may rely on the failure of any condition set forth in Section 8.01, Section 8.02 or Section 8.03, as the case may be, 9.01 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 7.078.06.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc)
Frustration of Conditions. None of the Company, Parent or MergerCo may rely on the failure of any condition set forth in Section Section 8.01, Section 8.02 or Section Section 8.03, 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 reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 7.07Section 7.06.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dendrite International Inc)
