Additional Conditions to Obligations of Target Clause Samples
Additional Conditions to Obligations of Target. The obligations of Target to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by Target:
Additional Conditions to Obligations of Target. The obligation of Target to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Target:
Additional Conditions to Obligations of Target. The obligations of Target to effect the Merger is also subject to fulfillment of all of the following conditions precedent, at or prior to the Effective Time:
Additional Conditions to Obligations of Target. The ---------------------------------------------- obligation of Target to effect the Merger is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Target:
Additional Conditions to Obligations of Target. The obligation of Target to close the transactions contemplated hereby is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Target:
(a) The representations and warranties of each of Kintera and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except for (i) changes contemplated by this Agreement and (ii) 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 Target shall have received a certificate to such effect signed on behalf of Kintera and Merger Sub by an officer of each of Kintera and Merger Sub authorized to execute agreements on Kintera's or Merger Sub's behalf;
(b) Kintera 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 Closing Date, and Target shall have received a certificate to such effect signed on behalf of Merger Sub and Kintera by an officer of Merger Sub and Kintera;
(c) Kintera shall have executed and delivered the Stockholders Agreement;
(d) Target shall have received from Merger Sub and Kintera, respectively, written evidence that the execution, delivery and performance of Merger Sub's and Kintera's obligations under this Agreement have been duly and validly approved and authorized by the Board of Directors of Merger Sub and the Board of Directors of Kintera;
(e) Kintera shall have delivered the Offer Letters in the form attached hereto as Exhibit B-1 to the Founders and in the form attached hereto as Exhibit B-2 to the other Employees;
(f) Kintera shall have delivered an Option Agreement to each holder of a New Option in the amount set forth on Schedule 5.6;
(g) Kintera shall have delivered a photocopy of the certificates representing the Escrow Securities; and
(h) Target shall have received from Kintera and Merger Sub such other documents as its counsel shall have reasonably requested, in form and substance reasonably satisfactory to such counsel. ARTICLE VIII
Additional Conditions to Obligations of Target. The obligations of TARGET to effect the Merger and the other transactions contemplated in this Agreement are also subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any of which may be waived by TARGET in its sole discretion):
Additional Conditions to Obligations of Target. The obligations of Target to effect the Merger and the other transactions contemplated hereby are also subject to the following conditions, any or all of which may be waived, in whole or in part, by Target to the extent permitted by applicable Law:
Additional Conditions to Obligations of Target. The obligations of Target to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by Target:
(a) REPRESENTATIONS, WARRANTIES AND COVENANTS (i) Each of the representations and warranties of Acquiror and Merger Sub in this Agreement that is expressly qualified by a reference to materiality shall be true in all respects as so qualified, and each of the representations and warranties of Acquiror and Merger Sub in this Agreement that is not so qualified shall be true and correct in all material respects, on and as of the Effective Time as though such representation or warranty had been made on and as of such time (except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date), and (ii) Acquiror and Merger Sub shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by them as of the Effective Time.
Additional Conditions to Obligations of Target. The obligations of Target and Member to effect the Share Exchange are subject to the satisfaction of, or waiver by Target, on or prior to the Closing Date of the following conditions: