Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing of the following conditions:
Appears in 2 contracts
Sources: Merger Agreement (New Fortress Energy Inc.), Merger Agreement (Golar LNG LTD)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub Subsidiary to effect the Merger shall be is subject to the satisfaction (or waiver, if permissible under applicable Law) at waiver on or prior to the Closing Date of the following conditions:
Appears in 2 contracts
Sources: Merger Agreement (Pacificare Health Systems Inc /De/), Merger Agreement
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company ShareholdersParent, Parent Holdco, Merger Sub 1 and Merger Sub 2 to effect the Merger shall be are subject to the satisfaction or (or waiver, if permissible under applicable to the extent permitted by Law) waiver by the Company and Parent at or prior to the Closing Effective Time of the following conditions:
Appears in 2 contracts
Sources: Merger Agreement (Cigna Corp), Merger Agreement (Express Scripts Holding Co.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company ShareholdersParent, Parent Intermediate Holdco and Merger Sub Sub, to effect the Merger shall be are subject to the satisfaction or (or waiver, if permissible under applicable to the extent permitted by Law) waiver by the Company and Parent at or prior to the Closing Effective Time of the following conditions:
Appears in 2 contracts
Sources: Merger Agreement (Gannett Co., Inc.), Merger Agreement (New Media Investment Group Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the CompanyParent, Merger Sub and the Company Shareholders, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Applicable Law) at on or prior to the Closing Date of the following conditions:
Appears in 2 contracts
Sources: Merger Agreement (Spark Networks SE), Agreement and Plan of Merger
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub each party to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to before the Closing of the following conditions, unless waived (if such waiver is permitted and effective under applicable Law) by both the Company and Parent:
Appears in 2 contracts
Sources: Merger Agreement (ALTERRA CAPITAL HOLDINGS LTD), Merger Agreement (Markel Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub to effect the Merger shall will be subject to the satisfaction (or waiver, if permissible under applicable Law) at 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 Merger Sub, as the case may be, to the extent permitted by applicable Law:
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 obligations of the Company, the Company Shareholders, Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction or, other than with respect to (or waivere) below which shall be non-waivable, if permissible under applicable Lawwaiver (by the party benefiting by such condition) at or prior to on the Closing Date of the following conditions:
Appears in 2 contracts
Sources: Agreement and Plan of Merger (At&t Corp), Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the CompanyParent, Merger Sub and the Company Shareholders, Parent and Merger Sub to effect consummate the Merger shall be subject to the satisfaction or waiver (or waiver, if permissible under to the extent permitted by applicable Law) at on or prior to the Closing Date of each of the following conditions:
Appears in 2 contracts
Sources: Merger Agreement (Brigham Exploration Co), Merger Agreement (Statoil Asa)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub each party to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing of the following conditions, unless waived by both Parent and Company:
Appears in 2 contracts
Sources: Merger Agreement (Tower Group, Inc.), Merger Agreement (Tower Group, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub each party to effect the Merger shall be is subject to the satisfaction or (or waiver, if permissible under applicable to the extent permitted by Law) at waiver (except as provided otherwise in this Section 8.01) by both Parent and the Company on or prior to the Closing Date of the following conditions:
Appears in 2 contracts
Sources: Merger Agreement (Synergx Systems Inc), Merger Agreement (Firecom Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction (or waiveror, if permissible under to the extent permitted by applicable Law) at , waiver (in writing), on or prior to the Closing Date of each of the following conditions:
Appears in 2 contracts
Sources: Merger Agreement (Clarcor Inc.), Merger Agreement (Parker Hannifin Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub each party to effect consummate the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to or at the Closing as hereinafter provided of the following conditionsexpress 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 law:
Appears in 2 contracts
Sources: Merger Agreement (Ivex Packaging Corp /De/), Merger Agreement (Ivex Packaging Corp /De/)
Conditions to Each Party’s Obligation to Effect the Merger. The Subject to Section 7.4, the respective obligations of the Company, the Company Shareholders, Parent and Merger Sub Purchaser to effect the Merger shall be are subject to the satisfaction (or waiver, if permissible under applicable Law) at waiver on or prior to the Closing Date of the following conditions:
Appears in 2 contracts
Sources: Merger Agreement (GCP Sunshine Acquisition, Inc. A Delaware Corp), Agreement and Plan of Merger (American Land Lease Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub each party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at 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 and Merger Sub to the extent permitted by applicable Law:
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 obligations of the Company, the Company Shareholders, Parent and Merger Sub each party hereto to effect the Merger shall be subject to the satisfaction (or waiveror, except with respect to the Unaffiliated Stockholder Approval, waiver if permissible under applicable Law) at on or prior to the Closing Date of the following conditions:”.
Appears in 2 contracts
Sources: Stipulation and Agreement of Compromise and Settlement, Agreement and Plan of Merger (J Crew Group Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub each party to effect the Merger shall be is subject to the satisfaction or (or waiver, if permissible under applicable to the extent permitted by Law) at waiver by Parent and the Company (other than the conditions set forth in Section 6.01(a) which may not be waived by either Parent or the Company) on or prior to the Closing Date of the following conditions:”
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Xerox Corp), Agreement and Plan of Merger (Affiliated Computer Services Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub Party to effect the Merger shall be are subject to the satisfaction (or waiverwaiver in writing by Parent and the Company, if permissible under applicable Law) at or prior to the Closing of each of the following conditions:
Appears in 1 contract
Sources: Merger Agreement (Universal Stainless & Alloy Products Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub Acquiror to effect the Merger shall be are subject to the satisfaction (or waiver, if permissible under applicable Law) at waiver on or prior to the Closing Date of the following conditions:conditions (it being understood that, in the case of the Company, any determination as to the satisfaction or waiver of any of the following conditions shall be made only by the Special Committee on behalf of the Company):
Appears in 1 contract
Sources: Merger Agreement (Irvine Co Et Al)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the CompanyParent, Merger Sub and the Company Shareholders, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing Date of the following conditions, any of which may be waived in writing by the Company and Parent (on its own behalf and on behalf of Merger Sub), to the extent permitted by Law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub each party hereto to effect the Merger shall be subject to the satisfaction (or waiverwaiver by Parent and the Company, if permissible under applicable LawLaws) at on or prior to the Closing Date of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent OP and Merger Sub Sub, on the one hand, and HR, on the other hand, to effect the Merger shall be are subject to the satisfaction (or waiveror, if permissible under applicable to the extent permitted by Law) , mutual waiver at or prior to the Closing of each of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiverwaiver by the parties, if to the extent such waiver is permissible under applicable Law) at on or prior to the Closing Date of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction (or waiver, if permissible under applicable Law) waiver at or prior to the Closing of each of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub each Party to this Agreement to effect the Merger shall be subject to the satisfaction (or waiverwaiver by Parent and the Company, if permissible under to the extent permitted by applicable Law) of each of the following conditions at or prior to the Closing of the following conditionsClosing:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the CompanyParent, Merger Sub and the Company Shareholders, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing Date of the following conditions:, any of which may be waived in writing by the Company and Parent (on its own behalf and on behalf of Merger Sub), to the extent permitted by Law.
Appears in 1 contract
Sources: Merger Agreement (Ambarella Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub to effect the Merger shall be Acquiror under this Agreement are subject to the satisfaction or waiver (or waiver, if permissible under applicable Lawwhere permissible) at or prior to the Closing Effective Time of each of the following conditions:
Appears in 1 contract
Sources: Merger Agreement (MPW Industrial Services Group Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the CompanyParent, Merger Sub and the Company Shareholders, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver, waiver if permissible under applicable Applicable Law) at on or prior to the Closing Date of each of the following conditions:
Appears in 1 contract
Sources: Merger Agreement (Allscripts Healthcare Solutions, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, NewCo and Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction (or waiver, if permissible under applicable Law) waiver at or prior to the Closing of each of the following conditions:
Appears in 1 contract
Sources: Merger Agreement (Atlas Acquisition Holdings Corp.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each of the CompanyAcquiror, the Merger Subsidiary and the Company Shareholders, Parent and Merger Sub to effect consummate the Merger shall be is subject to the satisfaction (fulfillment or waiver, if permissible under applicable Law) at or written waiver by the Acquiror and the Company prior to the Closing of each of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub each party to this Agreement to effect the Merger shall be subject to the satisfaction (or waiverwaiver by Parent and the Company, if permissible under to the extent permitted by applicable Law) of each of the following conditions at or prior to the Closing of the following conditionsClosing:
Appears in 1 contract
Sources: Agreement and Plan of Merger (TherapeuticsMD, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub each party to this Agreement to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at on or prior to the Closing Date of the following conditions, any of which may be waived, in writing, by mutual agreement of Parent and the Company:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub each Party to effect the Merger shall be are subject to the satisfaction (or waiverwaiver by the Company, if permissible under Parent and Merger Sub, to the extent permitted by applicable LawLegal Requirements) at on or prior to the Closing Date of the following conditions:
Appears in 1 contract
Sources: Merger Agreement (IVERIC Bio, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub each party hereto to effect the Merger shall be subject to the satisfaction (or waiverwaiver by Parent and the Company, if permissible under applicable LawLegal Requirements) at on or prior to the Closing Date of the following conditions:
Appears in 1 contract
Sources: Merger Agreement (Zayo Group LLC)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and or Merger Sub to effect the Merger shall be is subject to the satisfaction (or waiver, if permissible under to the extent permitted by applicable Law) at on or prior to the Closing Date of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, Purchaser and the Company Shareholders, Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction (or waiverof each of the following conditions, if permissible under applicable Law) which have not been waived at or prior to the Closing of the following conditionsClosing:
Appears in 1 contract
Sources: Merger Agreement (Clary Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub each party to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing Effective Time of each of the following conditionsconditions (the "General Conditions", and together with each Company Condition and Purchaser Condition, the "Conditions"), any and all of which may be waived, in writing, by the Company, Parent and Purchaser to the extent permitted by applicable law:
Appears in 1 contract
Sources: Merger Agreement (Cypress Communications Holding Co Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the CompanyParent, Sub and the Company Shareholders, Parent and Merger Sub to effect consummate the Merger shall be are subject to the satisfaction (or waiver, if permissible under applicable Law) at on or prior to the Closing Date of the following conditionscondition:
(a) All consents, approvals, orders and authorizations of, and all registrations, declarations and filings with, any Governmental Entity, required to permit the consummation of the Merger shall have been obtained or made.
Appears in 1 contract
Sources: Merger Agreement (Ariba Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub each party to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at on or prior to the Closing Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Acquiror or Acquisition Subsidiary, as the case may be, to the extent permitted by applicable law:
Appears in 1 contract
Sources: Merger Agreement (Home Health Corp of America Inc \Pa\)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party under this Agreement and the Company, the Company Shareholders, Parent and Merger Sub Companies Law to effect the Merger shall be is subject to the satisfaction (or waiver, if permissible under applicable Law) at waiver on or prior to the Closing Date of the following conditions:
(a) Company Shareholder Approval. The Company Shareholder Approval shall have been duly obtained. - 44 -
Appears in 1 contract
Sources: Merger Agreement
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub Buyer to effect the Merger shall be and to consummate the other transactions contemplated hereby is subject to the satisfaction (or waiver, if permissible under applicable Law) at waiver on or prior to the Closing Effective Time of the following conditions:
(a) The Company Shareholder Approval. The Company Shareholder Approval shall have been obtained.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub each party hereto to effect the Merger shall be subject to the satisfaction (or waiverwritten waiver by Parent and the Company, if permissible under applicable Law) at or prior to the Closing of the following conditions:
Appears in 1 contract
Sources: Merger Agreement (ZimVie Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub each party to effect the Merger shall be is subject to the satisfaction or waiver (or waiver, if where permissible under applicable Lawlaw) at by the Company and Parent on or prior to the Closing Effective Time of the following conditions:conditions (any of which may be waived in writing exclusively by both of the Company and Parent):
Appears in 1 contract
Sources: Merger Agreement (Finisar Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub each party to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at 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, the Parent and the Merging Sub to the extent permitted by applicable Law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of the Company, the Company Shareholders, Parent and Merger Sub each party to effect the Merger shall be is subject to the satisfaction (or waiver, if permissible under applicable Law) at waiver on or prior to before the Closing Date of each of the following conditions:conditions precedent (“Bilateral Closing Conditions”):
14.1.1 Shareholders Approval The Company shall have obtained the Shareholders Approval.
Appears in 1 contract
Sources: Transaction Agreement and Plan of Merger (Avid Technology, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the CompanyParent, Merger Sub and the Company Shareholders, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Applicable Law) at on or prior to the Closing of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub each party hereto to effect the Merger shall be subject to the satisfaction (or waiverwaiver by Parent, Merger Sub and the Company, if permissible under applicable Law) at on or prior to the Closing Date of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub each party to this Agreement to effect the Merger shall be is subject to the satisfaction or waiver (or waiver, if where permissible under pursuant to applicable Law) at on or prior to the Closing Date of each of the following conditions:
(a) Company Shareholder Approval. This Agreement will have been duly adopted by the Company Shareholder Approval.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company ShareholdersParent, Parent Holdco and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company Shareholders, Parent and Merger Sub each Party to effect the Merger and to consummate the other Transactions shall be subject to the satisfaction or (or waiver, if permissible under to the extent permitted by applicable Law) at waiver (in writing) by Parent (on behalf of itself and Merger Sub) and the Company, on or prior to the Closing Date, of each of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Purchaser and Company Shareholders, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Lawwaiver by both Purchaser and Company) at on or prior to the Closing Date of the following conditions:
Appears in 1 contract