Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 18 contracts
Sources: Merger Agreement (Advanced Environmental Systems Inc), Merger Agreement (HFS Inc), Merger Agreement (Extendicare Inc /Can/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party the Company, Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 13 contracts
Sources: Merger Agreement (James River Group, Inc), Merger Agreement (Energy Search Inc), Merger Agreement (North Pointe Holdings Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may beexcept, to the extent permitted by applicable law, that such conditions may be waived in writing pursuant to Section 9.5 by the joint action of the parties hereto:
Appears in 13 contracts
Sources: Merger Agreement (Puget Energy Inc /Wa), Agreement and Plan of Merger (Apartment Investment & Management Co), Merger Agreement (Energy East Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, and Merger Sub to the extent permitted by applicable lawLaw:
Appears in 8 contracts
Sources: Merger Agreement (Barry R G Corp /Oh/), Merger Agreement (United Technologies Corp /De/), Merger Agreement (Goodrich Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, and Merger Sub to the extent permitted by applicable lawLaw, except for the condition set forth in clause (ii) of Section 7.1(b), which may be waived in whole or in part by Parent and Merger Sub:
Appears in 5 contracts
Sources: Merger Agreement (ICC Holdings, Inc.), Merger Agreement (ICC Holdings, Inc.), Merger Agreement
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date Date, of each of the following conditions, any and or all of which may be waived in writing in whole or in part by the Company, either Parent or the Purchaser, as the case may be, Company (to the extent permitted by applicable law:Law):
Appears in 4 contracts
Sources: Merger Agreement (Miscor Group, Ltd.), Merger Agreement (Integrated Electrical Services Inc), Merger Agreement (Cameron International Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, Purchaser and the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:.
Appears in 3 contracts
Sources: Merger Agreement (Altra Holdings, Inc.), Merger Agreement (Tb Woods Corp), Merger Agreement (Datascope Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction on at or prior to the Closing Date of each Effective Time of the following conditions, any and or all of which may be waived waived, in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 3 contracts
Sources: Merger Agreement (Paligent Inc), Agreement and Plan of Merger (Tombstone Technologies, Inc.), Merger Agreement (7th Level Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date Date, of each of the following conditions, any and or all of which may be waived in whole or in part by both Parent and the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 2 contracts
Sources: Merger Agreement (Cal Dive International Inc), Merger Agreement (Remington Oil & Gas Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, conditions (any and all of which may be waived by the parties hereto in writing, in whole or in part by the Company, Parent or the Purchaser, as the case may bepart, to the extent permitted by this Agreement and applicable law:Law):
Appears in 2 contracts
Sources: Merger Agreement (Minuteman International Inc), Merger Agreement (Minuteman International Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, Company and Acquiror to the extent permitted by applicable lawLaw:
Appears in 2 contracts
Sources: Transaction Agreement (Chicago Bridge & Iron Co N V), Transaction Agreement (Shaw Group Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party the Company, Parent and Merger Sub to effect the Merger shall will be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 2 contracts
Sources: Merger Agreement (International Coal Group, Inc.), Merger Agreement (Arch Coal Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party the parties hereto to effect consummate the Merger shall be are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in writing in whole or in part by the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 2 contracts
Sources: Merger Agreement (Meade Instruments Corp), Merger Agreement (Meade Instruments Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, the Purchaser, or the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 2 contracts
Sources: Acquisition Agreement (Intervoice Inc), Acquisition Agreement (Brite Voice Systems Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part jointly by the Company, Company and Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 2 contracts
Sources: Merger Agreement (Phonetel Technologies Inc), Merger Agreement (Communications Central Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party hereto to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, and Merger Sub to the extent permitted by applicable lawLaw:
Appears in 2 contracts
Sources: Merger Agreement (Goodman Networks Inc), Merger Agreement (Multiband Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Date, of the following conditions, any and or all of which may be waived in whole or in part by the Company, both Parent or the Purchaser, as the case may be, to the extent permitted by applicable lawand Prize:
Appears in 2 contracts
Sources: Merger Agreement (Prize Energy Corp), Merger Agreement (Vista Energy Resources Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may beexcept, to the extent permitted by applicable law:, that such conditions may be waived in writing pursuant to Section 9.5.
Appears in 2 contracts
Sources: Merger Agreement (Sigcorp Inc), Merger Agreement (Indiana Energy Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party Party to effect the Merger shall be is subject to the satisfaction on at or prior to the Closing Date of each of the following conditions, any and or all of which may be waived in whole or in part by written consent executed by Parent and the Company, Parent or the Purchaser, as the case may be, Company to the extent permitted by applicable law:
Appears in 2 contracts
Sources: Merger Agreement (Owens & Minor Inc/Va/), Agreement and Plan of Merger (Medical Action Industries Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 2 contracts
Sources: Merger Agreement (Morgans Foods Inc), Merger Agreement (EF Johnson Technologies, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party hereto to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 1 contract
Sources: Merger Agreement (Adams Golf Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger or cause the Merger to be effected shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may beexcept, to the extent permitted by applicable law, that such conditions may be waived in writing pursuant to Section 11.5:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party of the parties hereto to effect consummate the Merger shall be is subject to the satisfaction on or prior to the Closing Date of each of the following conditionsfulfillment, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may beor, to the extent permitted by applicable law, waiver by the parties hereto prior to the Effective Date, of each of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaserand Merger Sub, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obliga- tion of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the Company, the Parent or the PurchaserMerger Sub, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of the following conditions (PROVIDED, HOWEVER, that paragraphs (b) and (c) shall be conditions to each party's obligation to effect the Merger only until such time as Parent's designees shall constitute a majority of the following conditions, any and all members of which may be waived in whole or in part by the Board of Directors of the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:).
Appears in 1 contract
Sources: Merger Agreement (Cocensys Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and or all of which may be waived waived, in whole or in part part, by the Company, Parent or the Purchaser, as the case may be, any party solely with respect to its own obligations hereunder to the extent permitted by applicable law:
Appears in 1 contract
Sources: Merger Agreement (Penobscot Shoe Co)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in writing in whole or in part by the Parent Entities and the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable lawLaw:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or waiver, where permissible, prior to the Closing Date of each Effective Time, of the following conditions, any : (a) If approval of this Agreement and all of which may be waived in whole or in part the Merger by the Company, Parent or the Purchaser, as the case may be, to the extent permitted holders of Common Stock is required by applicable law:, this Agreement and the Merger shall have been approved by the requisite vote of such holders.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or, to the extent permitted by applicable law, waiver by each of Parent and the Stockholder on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or, to the extent permitted by applicable Law, waiver (which, in the case of the Company, shall be determined by the Special Committee) on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Sources: Merger Agreement (Axa)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent or the Purchaser, as the case may beexcept, to the extent permitted by applicable law, that any of such conditions may be waived in writing pursuant to Section 9.5 hereof by the joint action of the parties hereto:
Appears in 1 contract
Sources: Merger Agreement (Teletrak Advanced Technology Systems Inc)