Conditions to Obligation of Parent and Merger Sub Clause Samples
The 'Conditions to Obligation of Parent and Merger Sub' clause defines the specific requirements that must be satisfied before the parent company and its merger subsidiary are legally required to complete the merger transaction. Typically, these conditions may include obtaining necessary regulatory approvals, the absence of material adverse changes, or the fulfillment of certain covenants by the other party. By clearly outlining these prerequisites, the clause ensures that the parent and merger sub are not bound to proceed unless all agreed-upon conditions are met, thereby protecting them from unforeseen risks or obligations.
Conditions to Obligation of Parent and Merger Sub. The respective obligation of Parent and Merger Sub to consummate the Merger is also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger are subject to the satisfaction, on or prior to the Closing Date, of the following conditions unless waived by Parent and Merger Sub:
(a) Each of the representations and warranties of the Company in this Agreement shall be true and correct in all respects as of the date hereof and at and as of the Closing with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of a specific date or time (which need only be true and correct in all respects as of such date or time);
(b) The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing;
(c) All authorizations, consents, orders and approvals of, and declarations and filings with any Governmental Entity, shall have occurred, been filed or been obtained and any such approvals shall have become Final Orders. A "Final Order" means action by the relevant regulatory authority which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transaction contemplated hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied;
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions as of the Closing:
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the transactions to be performed by each in connection with the Closing is subject to satisfaction of the following conditions, any or all of which Parent or Merger Sub may waive if it executes a writing so stating at or prior to the Closing.
(a) This Agreement and the Merger shall have received the Requisite Stockholder Approval of Company;
(b) the representations and warranties set forth in Article VII above shall be true and correct in all material respects at and as of the Closing Date;
(c) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(d) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; or, (iii) affect adversely the right of the Surviving Corporation to own the former assets and to operate the former businesses of Merger Sub (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(e) this Agreement and the Merger shall have received the Requisite Stockholder Approval of Merger Sub; and
(f) all actions to be taken by Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Parent and Merger Sub.
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Sale Transaction shall be subject to the fulfillment at the Closing Date of the following additional conditions, any one or more of which may be waived by Parent and Merger Sub:
(a) The Company shall have performed in all material respects the covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date;
(b) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties expressly stated to relate to a specific date, in which case the failure of such representations and warranties to be true and correct in all material respects as of such earlier date); For purposes of SECTION 9.2(B):
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Closing is subject to satisfaction (or waiver by Parent in writing in its sole discretion) of the following conditions as of the time of Closing:
(a) (i) (A) each of the representations and warranties of the Company set forth in Article VII (other than the Company Fundamental Representations) shall be true and correct when made and as of the Closing Date (except for any such representations and warranties made as of a specified date, which representations and warranties shall be true and correct as of such specified date), except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided that for purposes of determining whether the condition set forth in clause (A) has been satisfied, all “Material Adverse Effect,” materiality, material and similar qualifiers contained in the representations and warranties set forth in Article VII (other than the Company Fundamental Representations) shall be disregarded for all purposes and (B) the Company Fundamental Representations shall be true and correct in all material respects when made and as of the Closing Date; provided that Company Fundamental Representations that are qualified by material, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct in all respects, in each case except for any such representations and warranties made as of a specified date, which shall be true and correct as of such specified date;
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following additional conditions:
(a) the representations and warranties of the Company and the Company Stockholders contained in this Agreement, regardless of whether such representations or warranties arise under Articles II or III hereof or pursuant to another provision of this Agreement, shall be true and correct in all material respects, except that representations and warranties qualified by materiality or "Company Material Adverse Effect" shall be true in all respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, and those not qualified by materiality or Company Material Adverse Effect shall be true in all respects, on and as of such earlier date);
Conditions to Obligation of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent, on behalf of itself and Merger Sub) of the following further conditions:
(a) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it prior to the Closing.
(b) (i) The representations and warranties of the Company contained in Section 3.05(a), (b) and (c) (other than de minimis exceptions) and Section 3.07(a)(ii) shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time); (ii) 3.01, 3.02, 3.04(a) and 3.22 (in each case, disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time); (iii) the other representations and warranties of the Company contained in this Agreement (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time), in the case of this clause (iii), with only such exceptions as would not, individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect; and the representations and warranties of the Equityholders’ Representative contained in Section 11.01(f) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time).
(c) As of the Closing Date, the Tangible Book Value is not less than $400,000,000 and as of the Closing Date, the Subordinated Debt is not more than the Subordinated Debt Limit....
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following additional conditions:
(a) the representations and warranties of the Company and the Company Stockholders contained in this Agreement, regardless of whether such representations or warranties arise under Articles II or III hereof or pursuant to another provision of this Agreement, shall be true and correct in all material respects, except that representations and warranties qualified by materiality or "Company Material Adverse Effect" shall be true in all respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, and those not qualified by materiality or Company Material Adverse Effect shall be true in all respects, on and as of such earlier date);