Conditions of Merger Sample Clauses

Conditions of Merger. Section 7.1. Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment of all of the following conditions precedent at or prior to the Effective Time:

Conditions of Merger. 39 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger................................................. .. 39 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER...................... 39 SECTION 8.1 Termination............................................ .. 39 SECTION 8.2 Effect of Termination.................................... 41 SECTION 8.3 Fees and Expenses........................................ 42 SECTION 8.4 Amendment.............................................. .. 42 SECTION 8.5 Waiver................................................. .. 42 Page ARTICLE IX

Conditions of Merger. Section 8.1 Conditions to Obligations of Each Party to Effect the Mergers 100 Section 8.2 Conditions to Obligations of Parent and the Merger Subs 101 Section 8.3 Conditions to Obligations of the Company 102

Conditions of Merger. 35 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger.....................................35 ARTICLE VIII

Conditions of Merger. SECTION 3.1

Conditions of Merger. 6.1 Conditions for the Benefit of the Company, Adherex and Adherex US. The respective obligations of each of the Company, Adherex and Adherex US to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the Merger and this Agreement, with or without amendment, shall have been approved and adopted by the Stockholders in accordance with the provisions of Delaware Law, and the Merger shall have been approved by the Shareholders at the Adherex Meeting by the Shareholders in accordance with the provisions of all applicable laws, the Certificate of Incorporation, the By-Laws, the Constating Documents and the requirements of any applicable regulatory authorities; (b) the TSX shall have approved the terms of the Merger and shall have conditionally approved the listing thereon of each of the Merger Shares and the Warrant Shares, subject to compliance with the usual requirements of the TSX; (c) each of the persons who will be officers and directors of Adherex following the Effective Time and each other person who will hold, directly or indirectly, more than 5% of the Common Shares following the Effective Time and each affiliate of any such person (each such officer, director, shareholder and affiliate thereof, a “Restricted Party”) shall enter into an agreement with Adherex substantially in the form attached at Exhibit “G” hereto (each, a “Lock-up Agreement”); (d) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Merger shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances; (e) there shall not be in force any order or decree of a court of competent jurisdiction, any federal, provincial, municipal or other governmental department or any commission, board, agency or regulatory body restraining, interfering with or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Merger; and (f) none of the consents, orders, regulations or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of Adherex or the Company, acting reasonably.

Conditions of Merger. 5.1 Conditions to the Obligations of Each Party to Effect the Merger. The ---------------------------------------------------------------- respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions: (a) This Agreement and the Merger shall have been approved and adopted by the requisite vote of the stockholders of the Company. (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. (c) No temporary restraining order, preliminary or permanent injunction, judgment or other order, decree or ruling nor any statute, rule, regulation or order shall be in effect which would make the acquisition or holding by Parent or its Affiliates of Shares or shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger. 5.2 Conditions Precedent to Parent's and Purchaser's Obligations. Parent ------------------------------------------------------------ and Purchaser shall be obligated to perform the acts contemplated for performance by them under Article I only if each of the following conditions is satisfied at or prior to the Closing Date, unless any such condition is waived in writing by Parent and Purchaser: (a) The representations and warranties of the Company set forth in Article 2 (other than Section 2.3(a)) shall be true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of such date). (b) The representations and warranties of the Company set forth in Section 2.3(a) shall be true and correct in all respects as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all respects as of such date). (c) The Company shall have performed and complied (i) in ...

Conditions of Merger. Conditions to Each Party’s Obligation to Effect the Merger 40 SECTION 6.2. Additional Conditions to Obligation of the Company to Effect the Merger 41 SECTION 6.3. Additional Conditions to Obligations of Parent and Merger Sub to Effect the Merger 41 SECTION 7.1. Termination 42 SECTION 7.2. Effect of Termination 44 SECTION 7.3. Termination Fee Payable in Certain Circumstances 44

Conditions of Merger. Conditions to Obligation of Each Party to Effect the Merger.................................. 35 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER