Conditions to Obligations of Brooktrout and Canal Sample Clauses

Conditions to Obligations of Brooktrout and Canal. The obligation of each of Brooktrout and Canal to consummate the Merger is subject to the satisfaction (or waiver by Brooktrout) of the following conditions: (a) the number of Dissenting Shares shall not exceed (i) five percent of the number of outstanding Preferred Shares, on an as converted to common stock basis, as of the Effective Time or (ii) fifteen percent of the number of outstanding Common Shares as of the Effective Time; (b) SnowShore and the Subsidiary shall have obtained at their own expense (and shall have provided copies thereof to Brooktrout) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2(a) that are required on the part of SnowShore or the Subsidiary, except for any failure of which to obtain or effect would not, individually or in the aggregate, have a SnowShore MAE or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) SnowShore and the Subsidiary shall have obtained at their own expense (and shall have provided copies thereof to Brooktrout) all of the waivers, consents and approvals referred to in Section 4.2(b) that are required on the part of SnowShore or the Subsidiary, except for any failure of which to obtain or effect would not, individually or in the aggregate, have a SnowShore MAE or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, with respect to any license or other agreements pursuant to which SnowShore or the Subsidiary uses any SnowShore Intellectual Property that is owned by a party other than SnowShore or the Subsidiary, in lieu of obtaining any waiver, consent and approval referred to in Section 4.2(b), Brooktrout and SnowShore instead may agree upon terms under which alternative intellectual property or technology is licensed to SnowShore and covers, is incorporated in, underlies or is used in SnowShore’s Customer Deliverables (to the level of internal validation;
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Related to Conditions to Obligations of Brooktrout and Canal

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect 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 Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: