Additional Conditions to Obligations of Acquiror and Merger Sub Clause Samples
Additional Conditions to Obligations of Acquiror and Merger Sub. The respective obligations of Acquiror and Merger Sub to effect the Merger shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived in writing by Acquiror and Merger Sub:
Additional Conditions to Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to effect the Merger and the other transactions contemplated in this Agreement are also subject to the following conditions, any or all of which may be waived by Acquiror, in whole or in part, to the extent permitted by applicable law:
Additional Conditions to Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to effect the Merger and the other transactions contemplated in this Agreement shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived by Acquiror, in whole or in part, to the extent permitted by applicable law:
Additional Conditions to Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to effect the transactions contemplated hereby are subject to the reasonable satisfaction of each of the following conditions, any of which may be waived, in writing, by Merger Sub or Acquiror:
(a) The representations and warranties of Target and the Target Stockholders set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement (except to the extent that such representations speak as of an earlier date) and as of the Closing Date as though made on and as of the Closing Date, except that representations and warranties which specifically relate to a particular date or period shall be true and correct as of such date and for such period, and Acquiror and Merger Sub shall have received a certificate to such effect, with respect to the representations and warranties set forth in ARTICLE III, signed on behalf of Target by an officer of Target authorized to execute agreements on Target’s behalf, as well as a like certificate signed by the Target Stockholders;
(b) Target and the Target Stockholders shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and Acquiror and Merger Sub shall have received a certificate to such effect signed on behalf of Target by an officer of Target, as well as a like certificate signed by the Target Stockholders;
(c) The principal terms of the Merger shall have been duly approved by the affirmative vote of 100% of the Target Shares outstanding immediately prior to the Effective Time;
(d) Each of the Target Stockholders shall have executed and delivered an offer letter in substantially the form attached hereto as Exhibit D-1; each of the Certain Employees listed on Schedule 6.2(d) shall have executed and delivered an Offer Letter in substantially the form attached hereto as Exhibit D-2; each other employee of Target listed on Schedule 6.2(d) shall have executed an delivered an Offer Letter in substantially the form attached hereto as Exhibit D-3; and each other employee who accepts employment with Acquiror shall have executed and delivered an offer letter in substantially the form attached hereto as Exhibit D-3;
(e) Target shall have delivered to Acquiror Schedule 1.5, which shall contain an allocation schedule, in form and substance reasonably satisfactory to Acquiror, indicating the amount and type of Merger Consideration due to each Target Stockh...