Conditions Precedent to Obligations of Parent and Merger Subsidiary Sample Clauses
This clause defines the specific requirements that must be satisfied before the parent company and its merger subsidiary are obligated to complete the merger transaction. Typically, these conditions may include obtaining necessary regulatory approvals, ensuring that no legal barriers exist, and confirming that all representations and warranties made by the other party remain true at closing. By setting these prerequisites, the clause protects the parent and merger subsidiary from being forced to proceed with the merger if key conditions are not met, thereby managing risk and ensuring that the transaction only moves forward under agreed-upon circumstances.
Conditions Precedent to Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent:
Conditions Precedent to Obligations of Parent and Merger Subsidiary. The obligations of Parent to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent:
(a) there shall have occurred no material adverse change in the business, financial condition or results of operations of the Company Group from the date hereof to the Effective Time;
(b) the representations and warranties of the Company contained in Article V shall be true and correct in all respects (as to representations and warranties qualified or limited by the term "Material Adverse Effect," the word "material," or phrases of like import), and in all material respects (as to representations and warranties not so limited or qualified) when made and at and as of the Effective Time with the same force and effect as if those representations and warranties had been made at and as of such time except (i) to the extent such representations and warranties speak as of a specified earlier date, and (ii) as otherwise contemplated or permitted by this Agreement;
(c) The Company shall, in all material respects, have performed all obligations and complied with all covenants necessary to be performed or complied with by it on or before the Effective Time;
(d) Parent shall have received a certificate of the President or any Vice President of the Company, in form satisfactory to counsel for Parent, certifying fulfillment of the matters referred to in paragraphs ((a)) through ((c)) of this Section 7.3;
(e) all proceedings, corporate or other, to be taken by the Company in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Parent and Parent's counsel, and the Company shall have made available to Parent for examination the originals or true and correct copies of all documents that Parent may reasonably request in connection with the transactions contemplated by this Agreement;
(f) the holders of not more than 10% of the shares of Company Common Stock entitled to vote at the Special Meeting shall have provided written notice of their intent to demand payment pursuant to Section 13.1-733 of the VSCA;
(g) Parent shall have received each of the accountants' letters contemplated by Section 6.10 hereof to be received by it; and
(h) Parent shall be satisfied, in its sole and absolute discretion, with its due diligence investigation of the Company's business, financial condition, results of operations and pro...
Conditions Precedent to Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent: The representations and warranties of the Company set forth in this Agreement that are qualified by materiality shall be true and correct in all respects, and the representations and warranties of the Company set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), and Parent shall have received a certificate to that effect dated the Closing Date and executed on behalf of the Company by an authorized officer of the Company; provided, however, a Breach of any representation or warranty under this Agreement shall not relieve Parent or Merger Subsidiary from their respective obligations under this Agreement, unless such Breach (i) constitutes a Company Material Adverse Effect or (ii) acts to prevent or materially delay the consummation of the Merger Transactions or other transactions contemplated by this Agreement.
(a) Each of the covenants, agreements and obligations of the Company and the Subsidiaries to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time, and the Company shall have delivered to Parent a certificate to that effect dated the Closing Date and executed on behalf of the Company by an authorized officer of the Company.
(b) Parent shall have received the resignations of each of the directors and officers of the Company.
Conditions Precedent to Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent:
(a) The representations and warranties of the Company, the Company Stockholder, Furano or any combination thereof contained in this Agreement (i) that are qualified by “materiality,” “Material Adverse Effect”, “in all material respects”, “in any material respect,” “material,” or similar qualifiers, shall be true and correct and (ii) that are not so qualified shall be true and correct in all material respects, in each case of (i) and (ii) on the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date, in which case as of such earlier date, and Parent shall have received with respect to all of the representations and warranties made by the Company, the Company Stockholder, Furano or any combination thereof, a certificate to that effect dated the Closing Date and executed on behalf of the Company, the Company Stockholder and Furano by an authorized officer of the Company, the trustee of the Company Stockholder and Furano.