CONDITION TO AGREEMENT AND PLAN OF MERGER Sample Clauses

The "Condition to Agreement and Plan of Merger" clause sets forth specific requirements that must be satisfied before the merger agreement becomes effective or the merger can proceed. Typically, these conditions may include obtaining necessary shareholder or regulatory approvals, the absence of material adverse changes, or the fulfillment of certain covenants by the parties involved. By clearly outlining these prerequisites, the clause ensures that both parties are protected from unforeseen circumstances and that the merger only moves forward when all agreed-upon standards are met, thereby reducing risk and promoting transparency in the transaction process.
CONDITION TO AGREEMENT AND PLAN OF MERGER. As a condition and an inducement to Grantee's execution and delivery of the Merger Agreement, Grantee has required that Issuer agree, and Issuer has agreed, to grant Grantee the Option (as hereinafter defined).
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Related to CONDITION TO AGREEMENT AND PLAN OF MERGER

  • AGREEMENT AND PLAN OF MERGER The Sponsor understands and acknowledges that the SPAC, PubCo, Merger Sub, the Company, SinCo and the Shareholders are entering into the Agreement and Plan of Merger in reliance upon the Sponsor’s execution and delivery of this Agreement. The Sponsor has received a copy of the Agreement and Plan of Merger, is familiar with the provisions of the Agreement and Plan of Merger and has consented to (and hereby consents to) the SPAC’s entry into the Agreement and Plan of Merger.

  • Termination of Merger Agreement This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows: 2.1 The first sentence of Section 1.1(c) of the Merger Agreement shall be amended in its entirety to read as follows: