Common use of Conditions to Each Party’s Obligation to Effect the Merger Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto to consummate the Merger is subject to the fulfillment or, to the extent permitted by applicable Law, written waiver by the parties hereto prior to the Closing of each of the following conditions:

Appears in 3 contracts

Sources: Merger Agreement (Southern California Bancorp \ CA), Merger Agreement (California BanCorp), Merger Agreement (Southern California Bancorp \ CA)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto party to consummate the Merger is subject to the fulfillment orsatisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived jointly by the parties hereto, in whole or in part, to the extent permitted by applicable Law, written waiver by the parties hereto prior to the Closing of each of the following conditions:

Appears in 3 contracts

Sources: Merger Agreement (Energy XXI Gulf Coast, Inc.), Merger Agreement (Energy Xxi (Bermuda) LTD), Merger Agreement (Epl Oil & Gas, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each obligations of the parties hereto Parties to this Agreement to effect the Merger and to consummate the Merger is other transactions contemplated by this Agreement are subject to the fulfillment or, satisfaction or (to the extent permitted by applicable Law, written ) waiver by each of the parties hereto Parties, at or prior to the Closing of each Closing, of the following conditions:

Appears in 3 contracts

Sources: Agreement and Plan of Merger (NorthStar Healthcare Income, Inc.), Merger Agreement (Prologis, L.P.), Merger Agreement (Industrial Property Trust Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto Parties to consummate the Merger is subject to the fulfillment or, to the extent permitted by applicable Lawlaw, written waiver by the parties hereto prior to the Closing of each of the following conditions:

Appears in 3 contracts

Sources: Agreement and Plan of Merger and Reorganization (Plumas Bancorp), Agreement and Plan of Merger and Reorganization (Plumas Bancorp), Merger Agreement (Trico Bancshares /)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto party to consummate the Merger is shall be subject to the fulfillment orsatisfaction prior to or at the Closing as hereinafter provided of the following express conditions precedent, each of which may be waived in whole or in part by the Company, Parent or Acquisition, as the case may be, to the extent permitted by applicable Law, written waiver by the parties hereto prior to the Closing of each of the following conditions:

Appears in 3 contracts

Sources: Merger Agreement (Hoovers Inc), Merger Agreement (Supervalu Inc), Merger Agreement (Richfood Holdings Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of Party to effect the parties hereto to Merger and otherwise consummate the Merger is transactions to be consummated at the Closing are subject to the fulfillment satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the parties hereto Parties, at or prior to the Closing Closing, of each of the following conditions:

Appears in 3 contracts

Sources: Merger Agreement (Emmaus Life Sciences, Inc.), Merger Agreement (MYnd Analytics, Inc.), Merger Agreement (Skinvisible Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each obligations of the parties hereto Parties to effect the Merger and to consummate the Merger is other transactions contemplated by this Agreement on the Closing Date are subject to the fulfillment satisfaction or, to the extent permitted by applicable Law, written waiver by each of the Parties (or in the case of REIT I, waiver by the parties hereto REIT I Special Committee) at or prior to the Closing of each Merger Effective Time of the following conditions:

Appears in 2 contracts

Sources: Merger Agreement (MVP REIT, Inc.), Merger Agreement (MVP REIT II, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each obligations of the parties hereto to this Agreement to effect the Merger and to consummate the Merger is other transactions contemplated by this Agreement on the Closing Date are subject to the fulfillment or, to the extent permitted by satisfaction or waiver (if permissible under applicable Law, written waiver by the parties hereto ) on or prior to the Closing of each Date of the following conditions:

Appears in 2 contracts

Sources: Merger Agreement (Catellus Development Corp), Merger Agreement (Prologis)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto to consummate the Merger is subject to the fulfillment or, to the extent permitted by applicable Lawlaw, written waiver by the parties hereto prior to the Closing of each of the following conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions:):

Appears in 2 contracts

Sources: Merger Agreement (Eagle Bancorp Inc), Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto to consummate the Merger is subject to the fulfillment or, to the extent permitted by applicable Law, written waiver by the parties hereto prior to the Closing Date of each of the following conditions:

Appears in 2 contracts

Sources: Merger Agreement (PEM Holding Co.), Merger Agreement (Penn Engineering & Manufacturing Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto party to consummate the Merger is shall be subject to the fulfillment orsatisfaction prior to or at the Closing as hereinafter provided of the following express conditions precedent, each of which may be waived in whole or in part by DIMON or the Company, as the case may be, to the extent permitted by applicable Law, written waiver by the parties hereto prior to the Closing of each of the following conditions:

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Dimon Inc), Agreement and Plan of Reorganization (Standard Commercial Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of party to effect the parties hereto to consummate the Merger is transactions contemplated hereby shall be subject to the fulfillment or, to the extent permitted by applicable Law, written waiver by the parties hereto satisfaction at or prior to the Closing of each of the following conditions:

Appears in 2 contracts

Sources: Asset Purchase Agreement (National Quality Care Inc), Asset Purchase Agreement (Xcorporeal, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties hereto party to consummate this Agreement to effect the Merger is shall be subject to the fulfillment satisfaction (or, to the extent permitted by applicable Law, written waiver by the parties hereto prior party entitled to the Closing benefit thereof) of each of the following conditionsconditions at or prior to the Closing:

Appears in 2 contracts

Sources: Merger Agreement (NeuroMetrix, Inc.), Merger Agreement (electroCore, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto Parties to consummate this Agreement to effect the Merger is will be subject to the fulfillment or, to the extent permitted by applicable Law, written waiver by the parties hereto prior to satisfaction before the Closing of each of the following conditions, any one or more of which may be waived in writing by all of the Parties:

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Biosante Pharmaceuticals Inc), Merger Agreement (Biosante Pharmaceuticals Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto party to consummate effect the Merger is subject to the fulfillment orsatisfaction at or prior to the Closing of the following conditions, any and all of which may be waived in whole or in part by Penny and Navy to the extent permitted by applicable Law, written waiver by the parties hereto prior to the Closing of each of the following conditionslaw:

Appears in 2 contracts

Sources: Merger Agreement (Nabors Industries LTD), Merger Agreement (C&J Energy Services, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of Party to effect the parties hereto Merger and to consummate the Merger is other transactions contemplated hereby shall be subject to the fulfillment or, satisfaction or (to the extent permitted by applicable Law) waiver (in writing) by Parent and the Company, written waiver by the parties hereto on or prior to the Closing Date, of each of the following conditions:

Appears in 2 contracts

Sources: Merger Agreement (Diversified Healthcare Trust), Merger Agreement (Office Properties Income Trust)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of Party to effect the parties hereto Merger and to consummate the Merger is other Transactions shall be subject to the fulfillment or, satisfaction or (to the extent permitted by applicable Law) waiver (in writing) by RMRM and TRMT, written waiver by the parties hereto on or prior to the Closing Date, of each of the following conditions:

Appears in 2 contracts

Sources: Merger Agreement (Tremont Mortgage Trust), Merger Agreement (RMR Mortgage Trust)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties hereto party to consummate this Agreement to effect the Merger is shall be subject to the fulfillment orsatisfaction on or prior to the Closing Date, of the following conditions, any of which may, to the extent permitted by applicable Law, written be waived in writing by any party in its sole discretion (provided that such waiver by the parties hereto prior shall only be effective as to the Closing obligations of each of the following conditions:such party):

Appears in 2 contracts

Sources: Merger Agreement (Patriot National Bancorp Inc), Agreement and Plan of Merger (Bankwell Financial Group, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties hereto Party to this Agreement to consummate the Merger is shall be subject to the fulfillment or, satisfaction or waiver (to the extent permitted by applicable Law, written waiver ) in writing by the parties hereto prior Parties entitled to the Closing benefit of each such condition, as of the Closing, of the following conditions:

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Organon & Co.), Agreement and Plan of Merger (Roivant Sciences Ltd.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing, of each of the parties hereto to consummate the Merger is subject to the fulfillment orfollowing conditions, any or all of which may be waived in whole or in part to the extent permitted by applicable Law, written waiver by the parties hereto prior to the Closing of each of the following conditionsLaws:

Appears in 2 contracts

Sources: Merger Agreement ('Mktg, Inc.'), Merger Agreement (Henry Bros. Electronics, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The Notwithstanding anything to the contrary contained herein, if the Offer is consummated, the respective obligation of each of the parties hereto party to consummate effect the Merger is subject to the fulfillment orfulfillment, to the extent permitted by applicable Law, written waiver by the parties hereto at or prior to the Closing Closing, of each of the following conditions:

Appears in 2 contracts

Sources: Merger Agreement (Food Lion Inc), Merger Agreement (Kash N Karry Food Stores Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each obligations of the parties hereto Parties to this Agreement to effect the Merger and to consummate the Merger is other transactions contemplated by this Agreement on the Closing Date are subject to the fulfillment satisfaction or, to the extent permitted by applicable Law, written waiver by each of the parties hereto Parties at or prior to the Closing of each Effective Time of the following conditions:

Appears in 2 contracts

Sources: Merger Agreement (Inland Diversified Real Estate Trust, Inc.), Merger Agreement (Kite Realty Group Trust)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto Party to consummate effect the Merger is subject to the fulfillment or, to the extent permitted by applicable Law, written waiver by the parties hereto satisfaction at or prior to the Closing of each of the following conditions:conditions (it being understood that none of the conditions set forth in clauses (a), (b) or (c) below may be waived by any of the Parties):

Appears in 2 contracts

Sources: Merger Agreement (NantKwest, Inc.), Merger Agreement (Cambridge Equities, LP)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to consummate the Merger shall be subject to the satisfaction at or prior to the Closing of each of the parties hereto to consummate the Merger is subject to the fulfillment orfollowing conditions any of which may, to the extent permitted by applicable Law, written be waived in writing by any party in its sole discretion (provided that such waiver by the parties hereto prior shall only be effective as to the Closing obligations of each of the following conditions:such party):

Appears in 1 contract

Sources: Merger Agreement (Hi Shear Technology Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto Party to consummate effect the Merger is subject to the fulfillment or, satisfaction at the Closing or (to the extent permitted by applicable Law) waiver, written waiver by the parties hereto in whole or in part, at or prior to the Closing of each of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Rogers Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of party to effect the parties hereto to Merger and consummate the Merger is other transactions contemplated by this Agreement to be consummated on the Closing Date are subject to the fulfillment or, to the extent permitted by applicable Law, written satisfaction or waiver by the parties hereto at or prior to the Closing Effective Time of each of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Metromedia Fiber Network Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties hereto Party to consummate effect the Merger is shall be subject to the fulfillment orsatisfaction, to the extent permitted by applicable Law, written waiver by the parties hereto at or prior to the Closing of each Date, of the following conditions, any or all of which may be waived in whole or in part by the Party whose obligation to close the transactions contemplated by this Agreement is subject to such condition or conditions:

Appears in 1 contract

Sources: Merger Agreement (Orion Ethanol, Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of Party to close the parties hereto transactions contemplated by this Agreement and to consummate effect the Merger is shall be subject to the fulfillment orsatisfaction, to the extent permitted by applicable Law, written waiver by the parties hereto at or prior to the Closing Date, of each of the following conditions:, any or all of which may be waived in writing in whole or in part only by both the Target and the Buyer at or prior to the Closing (to the extent permitted by Law):

Appears in 1 contract

Sources: Merger Agreement (Stericycle Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party to consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the parties hereto to consummate following conditions, any and all of which may be waived in writing in whole or in part by the Merger is subject to the fulfillment orTyler Entities and NIC, to the extent permitted by applicable Law, written waiver by the parties hereto prior to the Closing of each of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Nic Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation Except as may be waived in writing by the parties, all of each the obligations of the parties hereto to consummate the Merger is under this Agreement are subject to the fulfillment orfulfillment, to the extent permitted by applicable Law, written waiver by the parties hereto prior to or at the Closing Closing, of each of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Vista Exploration Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each obligations of the parties hereto Parties to this Agreement to effect the Merger and to consummate the Merger is other transactions contemplated by this Agreement on the Closing Date are subject to the fulfillment satisfaction or, to the extent permitted by applicable Law, written waiver by each of the parties hereto Parties at or prior to the Closing of each of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Industrial Income Trust Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties hereto Party to consummate effect the Merger is are subject to the fulfillment satisfaction or, to the extent if permitted by applicable Law, written waiver by of the parties hereto following conditions prior to the Closing Closing: (a) the receipt of each Consents required by applicable Law for the consummation of the following conditions:transactions contemplated by this Agreement and the expiration or termination of any applicable waiting period with respect thereto; and (b) the consummation of the Merger will not violate any injunction, Order or decree of any Governmental Authority having competent jurisdiction.

Appears in 1 contract

Sources: Merger Agreement (Cotelligent Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties hereto party to consummate effect the Merger is subject to the fulfillment orsatisfaction on or prior to the Closing Date of the following conditions, except, to the extent permitted by applicable Law, written waiver that such conditions may be waived in writing pursuant to Section 9.11 by the parties hereto prior to the Closing of each joint action of the following conditionsparties hereto:

Appears in 1 contract

Sources: Merger Agreement (Great Lakes Reit)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Except as may be waived in writing by the Parties, all of the parties hereto to consummate obligations of the Merger is Parties under this Agreement are subject to the fulfillment orfulfillment, to the extent permitted by applicable Law, written waiver by the parties hereto prior to or at the Closing Closing, of each of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (St Mary Land & Exploration Co)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties hereto party to consummate the Merger is are subject to the fulfillment or, to the extent permitted by permissible under applicable Lawlaw, the written waiver by waiver, which may be in whole or in part, of the other parties hereto at or prior to the Closing of each of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Teche Bancshares Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto to consummate the Merger is subject to the fulfillment or, to the extent permitted by applicable Law, written waiver by the parties hereto prior to the Closing of each of the following conditions:: ​

Appears in 1 contract

Sources: Merger Agreement (First Foundation Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties hereto Party to consummate effect the Merger is and the transactions contemplated by this Agreement shall be subject to the fulfillment or, satisfaction or waiver (where permissible pursuant to the extent permitted by applicable Law, written waiver by the parties hereto ) at or prior to the Closing of each of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Limeade, Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties hereto Party to consummate effect the Merger is shall be subject to the fulfillment or(or waiver by each of the Company and Acquiror, to the extent permitted by not prohibited under applicable Law, written waiver by the parties hereto ) on or prior to the Closing of each Date of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Heska Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties party hereto to consummate effect the Merger is shall be subject to the fulfillment or, satisfaction or waiver (to the extent permitted by applicable Law, written waiver by the parties hereto ) in writing at or prior to the Closing of each of the following conditions:

Appears in 1 contract

Sources: Agreement and Plan of Merger (Barnes & Noble Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties party hereto to effect the Merger and consummate the Merger is other Transactions shall be subject to the fulfillment orsatisfaction (or waiver, to the extent permitted by if permissible under applicable Law, written waiver by the parties hereto ) on or prior to the Closing of each Date of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Magellan Health Services Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties party hereto to consummate effect the Merger is shall be subject to the fulfillment orsatisfaction (or waiver, to the extent permitted if permissible under applicable Law by applicable Law, written waiver by the parties hereto each party in writing) on or prior to the Closing of each Date of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Epiq Systems Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each obligations of the parties hereto Parties to consummate effect the Merger is Transactions, including the Merger, shall be subject to the fulfillment orsatisfaction, or (to the extent permitted by applicable Applicable Law) waiver, written waiver by each of the parties hereto Parties, at or prior to the Closing of each Closing, of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Shyft Group, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties party hereto to consummate effect the Merger is are subject to the fulfillment orsatisfaction (or waiver in writing by Parent and the Company, to the extent permitted by if permissible under applicable Law, written waiver by the parties hereto ) at or prior to the Closing of each of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (Overseas Shipholding Group Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of party to effect the parties hereto to consummate the Merger Transactions is subject to the fulfillment satisfaction or waiver on or, to the extent permitted by applicable Lawlaw, written waiver by the parties hereto prior to the Closing Date of each of the following conditions:

Appears in 1 contract

Sources: Merger Agreement (AutoNavi Holdings LTD)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto to consummate the Merger is subject to the fulfillment or, to the extent permitted by applicable Law, written waiver by the parties hereto prior to the Closing of each of the following conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions:):

Appears in 1 contract

Sources: Merger Agreement (Franklin Financial Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each of the parties hereto Party to consummate effect the Merger is shall be subject to the fulfillment orsatisfaction, to the extent permitted by applicable Law, written waiver by the parties hereto at or prior to the Closing Date, of each of the following conditions:, any or all of which may be waived in writing in whole or in part only by both Precision and Grey Wolf (to the extent permitted by Applicable Law):

Appears in 1 contract

Sources: Merger Agreement (Grey Wolf Inc)