Fulfillment of Offer Conditions Sample Clauses

Fulfillment of Offer Conditions. (a) The Company shall, and shall use reasonable efforts to procure that its Subsidiaries and shall instruct the Company's and its Subsidiaries' respective Representatives to, make all notifications and filings and take all other commercially reasonable efforts and actions, including those set forth elsewhere in this Agreement, which may be reasonably necessary or appropriate to procure (in the case of Offer Condition (e) and (h)) or support (in the case of Offer Conditions (b), (c),(f) and (g)) the satisfaction of the following Offer Conditions as expeditiously as practicable:
Sample 1
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Fulfillment of Offer Conditions. (a) In furtherance, and not in limitation, of Article 2.3 (but subject to Article 2.3(f)), the Bidder and the Company shall, and shall procure that their respective Subsidiaries (including, in the case of the Bidder, the Offeror) and their and their Subsidiaries’ respective Representatives (in their respective capacities as such, and not in any principal capacity), make all notifications and filings and use their respective reasonable best efforts to take all other actions, including those set forth in Article 4.1, 4.2 and 4.3, which may be necessary or appropriate to procure or support the satisfaction of the following conditions to the Offer set forth in section I.D.1 of Annex 2.2(a):
Sample 1

Related to Fulfillment of Offer Conditions

  • Offer Conditions “Offer Conditions” is defined in Section 1.1(b) of the Agreement.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • Company’s Conditions to Closing The Company’s obligation to issue and sell the Shares at the Closing is subject to the fulfillment as of the Closing of the following conditions (unless waived in writing by the Company):

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • Conditions to Closing Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • CONDITIONS TO THE OFFER The obligation of Purchaser to accept for payment, and pay for, Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:

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