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: Merger Agreement (Allied World Assurance Co Holdings LTD), Merger Agreement (Alleghany Corp /De), Merger Agreement (Darwin Professional Underwriters 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: Merger Agreement (Somanetics Corp), Merger Agreement (Covidien PLC), Merger Agreement (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 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: Merger Agreement (Flir Systems Inc), Merger Agreement (Flir Systems Inc), Merger Agreement (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 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: Merger Agreement (Mueller Industries Inc), Merger Agreement (Tecumseh Products Co), Merger Agreement (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 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: Merger Agreement (Javelin Pharmaceuticals, Inc), Merger Agreement (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 8.017.01, 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: Merger Agreement (Jefferies Financial Group Inc.), Merger Agreement (Homefed Corp)
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: Merger Agreement, Merger Agreement (Books a Million 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: Merger Agreement (PRA International), Merger Agreement (PRA International)
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: Merger Agreement (Mod Pac Corp), Merger Agreement (Mod Pac 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
Samples: Merger Agreement (Cutter & Buck 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
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: Merger Agreement (Iomai 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, 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
Samples: Merger Agreement (Ceres, 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 8.017.1, 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
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
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
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
