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Parent and Merger Sub Conditions Sample Clauses

Parent and Merger Sub Conditions. In addition to the -------------------------------- satisfaction, at or before the Effective Time, of the conditions set forth in Section 6.1, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction, at or before the Effective Time, of each of the following conditions: (a) no action shall have been taken, nor shall any statute, rule, regulation, legislation, interpretation, judgment, order or injunction have been enacted, enforced, promulgated, amended, issued or deemed applicable to the Merger, by any legislative body, court, government or governmental, administrative or regulatory authority or agency, other than the routine application of the waiting period provisions of the HSR Act to the Merger, that would reasonably be expected to: (i) make illegal or otherwise prohibit or materially delay consummation of the Merger or seek to obtain material damages or make the Merger materially more costly, (ii) prohibit or materially limit the ownership or operation by Parent or the Surviving Corporation of all or any material portion of the business or assets of the Company or any of its subsidiaries taken as a whole or compel Parent to dispose of or hold separately all or any material portion of the business or assets of Parent or the Surviving Corporation or any of its subsidiaries taken as a whole, or seek to impose any material limitation on the ability of Parent or the Surviving Corporation to conduct its business or own such assets, (iii) impose material limitations on the ability of Parent effectively to acquire, hold or exercise full rights of ownership of the shares of common stock of the Surviving Corporation, including, without limitation, the right to vote any shares of common stock of the Surviving Corporation acquired or owned by the Purchaser on all matters properly presented to the Surviving Corporation's stockholders, or (iv) require divestiture by Parent of any shares of common stock of the Surviving Corporation; (b) there shall not have occurred any development, event or condition that has, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, financial condition, results of operations, profitability or prospects of the Company and its subsidiaries taken as a whole; (c) (i) each of the representations and warranties of the Company (A) that are qualified as to materiality or (B) set forth in Section 3.3, shall be true and...
Sample 1

Related to Parent and Merger Sub Conditions

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Performance of Obligations of Parent and Merger Sub Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time.

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Ownership and Operations of Merger Sub Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

Most Referenced Clauses

Most Referenced Definitions