Conditions to Obligation of Parent. and Acquisition to Effect ------------------------------------------------------------ the Merger. The obligation of Parent and Acquisition to effect the Merger is ---------- further subject to (i) the Company having performed in all material respects each of its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms hereof, (ii) each of the representations and warranties of the Company contained in this Agreement being true and correct as of the Effective Time as though made on and as of the Effective Time, except for (a) changes permitted by this Agreement, and (b) any failures which, individually or in the aggregate, would not have a Material Adverse Effect, and (iii) Acquisition having received a certificate from the Company signed by the chief executive officer of the Company, to the effect of (ii)(a) and (ii)(b). The provisions of this Section 7.03 shall become void and shall no longer have any effect in the event that Shares are purchased pursuant to the Offer.
Appears in 3 contracts
Sources: Merger Agreement (Marmon Holdings Inc), Merger Agreement (Tie Acquisition Co), Merger Agreement (Pritzker Family Philanthropic Fund)