No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (Omnicomm Systems Inc)
No Financing Condition. Parent and Merger Xxxxxx Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the any Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Sumo Logic, Inc.)
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If Subject to Section 9.8(b)(ii), if the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Globalscape Inc), Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.), Agreement and Plan of Merger (Rackspace Hosting, Inc.)
No Financing Condition. Parent and Merger Xxxxxx Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the any Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger. In furtherance of the foregoing, the Company will have the option, but not the obligation, of having an appropriate senior officer of the Company provide any solvency certificate required or requested to be provided by any of the Financing Sources in connection with the Closing or otherwise.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vepf Vii SPV I, L.P.), Agreement and Plan of Merger (KnowBe4, Inc.)
No Financing Condition. Each of Parent and Merger Sub each hereby acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If Merger, and that if the Debt Financing has is not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VIIVIII and the other terms hereof, to consummate the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ca, Inc.)
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If Subject to Section 9.10(b)(ii), if the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Forescout Technologies, Inc)
No Financing Condition. Each of Parent and Merger Sub each acknowledge hereby acknowledges and agree agrees that obtaining the Debt Financing or any other debt, equity or other financing is not a condition to the Closing. If Merger, and that if none of the Debt Financing, Alternative Financing has not been or any other debt, equity or other financing is obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VIIVIII and the other terms hereof, to consummate the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sterling Check Corp.), Agreement and Plan of Merger (First Advantage Corp)
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.
Appears in 1 contract
No Financing Condition. Guarantor, Parent and Merger Sub each acknowledge acknowledges and agree agrees that obtaining the Debt Financing is not a condition to the Closing. If In the event that the Debt Financing has not been obtained, Guarantor, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VIISection 2.2, to consummate the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)
No Financing Condition. Parent and Merger Xxxxxx Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article ARTICLE VII, to consummate the Merger. In furtherance of the foregoing, the Company will have the option of having an appropriate senior officer of the Company provide any solvency certificate required or requested to be provided by any of the Debt Financing Sources in connection with the Closing or otherwise.
Appears in 1 contract
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Financing, or any permitted alternative financing (including any Alternate Debt Financing is Financing), in each case shall not constitute a condition to the Closing. If the Financing or any permitted alternative financing (including any Alternate Debt Financing Financing) has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.
Appears in 1 contract
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, Parent and Merger Table of Contents Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.
Appears in 1 contract
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VIIVII and subject to the requirements of Section 9.8(b)(ii) hereof being satisfied, to consummate the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)
No Financing Condition. Each of Parent and Parent Merger Sub each Subs hereby acknowledge and agree that obtaining the Debt Financing or any other debt, equity or other financing is not a condition to the Closing. If Transactions, and that if neither the Debt Financing has not been nor any other debt, equity or other financing is obtained, Parent and Parent Merger Sub Subs will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VIIVIII and the other terms hereof, to consummate the MergerTransactions.
Appears in 1 contract
No Financing Condition. Subject to Section 9.8(b), Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Monotype Imaging Holdings Inc.)
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the MergerMerger at the time contemplated by Section 2.3.
Appears in 1 contract
No Financing Condition. Each of Parent and Merger Sub each acknowledge hereby acknowledges and agree agrees that obtaining the Debt Financing is not a condition to the Closing. If Merger, and that if the Debt Financing has is not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VIIVIII and the other terms hereof, to consummate the Merger.
Appears in 1 contract
No Financing Condition. Parent and Merger Xxxxxx Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the any Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VIIVI, to consummate the Merger.
Appears in 1 contract
No Financing Condition. Parent and Merger Xxxxxx Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the transactions contemplated hereby, including the Merger.
Appears in 1 contract
No Financing Condition. Parent and Merger Xxxxxx Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the any Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligatedobligated to perform their respective obligations under this Agreement (including by taking the actions required to be taken by Parent and Merger Sub pursuant to Section 6.5) and, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.
Appears in 1 contract
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Offer or the Closing. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Exhibit B and Article VIIVIII, to consummate the Offer and the Merger, respectively.
Appears in 1 contract
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing, but without limiting the Company’s obligations under Section 6.6. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Civitas Solutions, Inc.)
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing financing is not a condition to the Closing. If the Debt Financing Whether or not any financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.
Appears in 1 contract
No Financing Condition. Parent Notwithstanding anything to the contrary contained herein, including Section 7.14, Parent, Sub and Merger Sub the Company each acknowledge and agree that obtaining the a Debt Financing is not a condition to the Closingconsummation of the Merger. If In the event that a Debt Financing has not been obtained, Parent Parent, Sub and Merger Sub the Company will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VIIVIII, to consummate the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lapolla Industries Inc)
No Financing Condition. Parent and Merger Xxxxxx Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to cause the Equity Financing to be funded to fund the Merger and consummate the Merger.
Appears in 1 contract
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Equity Financing is not a condition to the Closingconsummation of the Transactions. If the Debt Equity Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the MergerTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc)
No Financing Condition. Parent and Merger Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VII, to consummate the Merger.. 6.7
Appears in 1 contract
