Condition to the Merger Sample Clauses
Condition to the Merger. The consummation of the Merger and the other transactions herein provided is subject to receipt prior to the Effective Time of the requisite approval of the Merger by the Board of Directors of Arizona pursuant to the Arizona Business Corporation Act.
Condition to the Merger. The Company shall not complete the Merger (as defined in the Debentures) unless the following conditions shall have been satisfied:
(a) no later than the third Business Day prior to the anticipated Effective Time (as defined in the Merger Agreement) (the “Pre-Merger Date”), the Company shall deliver or cause to be delivered to each Purchaser a certificate, dated as of the Pre-Merger Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company contained in any Transaction Document shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made, on the Pre-Merger Date and as of the date of the Effective Time (the “Merger Date”) (unless as of a specific date therein in which case they shall be accurate as of such date), (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Pre-Merger Date have been performed, (iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Merger Date are expected to have been performed, (iv) there have been no Material Adverse Effect with respect to the Company since the date of this Agreement and (v) no Event of Default (as defined in the Debentures) and no event or condition that constitutes an Event of Default (as defined in the Debentures) or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the Debentures) shall have occurred and be continuing as of the Pre-Merger Date and the Merger Date and would not occur as a result of the transactions to occur on the Merger Date;
(b) on the Merger Date, the Company shall deliver or cause to be delivered to each Purchaser a certificate, dated as of the Merger Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company contained in any Transaction Document shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Merger Date (unless as of a specific date therein in which case they shall be accurate as of such date), (ii) all obligations, covenants and agreements of the Company requi...
Condition to the Merger. The Merger shall have been duly authorized by both the Corporation and the LLC prior to the filing of the certificates set forth in section 1.1 above effecting the Merger.
Condition to the Merger. The consummation of the Merger and the other transactions herein provided is subject
Condition to the Merger. The LLC and the Corporation shall not consummate the Merger unless and until there shall have occurred the closing of the transactions contemplated by the Agreement and Plan of Contribution pursuant to which the Corporation will issue shares of common stock, par value $.01 ("Common Stock"), in exchange for Units contributed by the Members of the LLC. The LLC and the Corporation agree that the foregoing condition shall not be waived.
Condition to the Merger. This Agreement and the Merger must be duly adopted by the stockholders or members, as the case may be, of Holdco and the Merging Entities prior to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
Condition to the Merger. The LLC and the Company shall not consummate the Merger unless and until there shall have occurred, or be occurring concurrently with the Merger, the closing of the purchase of capital stock of the Company by the underwriter or underwriters for the IPO in accordance with the terms of the applicable underwriting agreement or agreements. The LLC and the Company agree that the foregoing condition shall not be waived.
Condition to the Merger. The Merger shall have been duly authorized by both the Company and Target prior to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware effecting the Merger.
Condition to the Merger. It shall be a condition precedent to the obligations of the Company and Merger Sub to effect the Merger that the Investment and the Debt Financing (or Alternative Financing, as the case may be) shall have been consummated.
Condition to the Merger. In order for the Merger to be effective, the Merger shall have received the requisite approval of the holders of Sub Common Stock and TGI Common Stock pursuant to the DGCL.