Conditions to Obligations of Parent and Sub to Effect the Merger Sample Clauses
This clause defines the specific conditions that must be satisfied before the parent company and its subsidiary are required to complete the merger. Typically, these conditions may include obtaining necessary regulatory approvals, securing shareholder consent, or ensuring that no legal impediments exist. By clearly outlining these prerequisites, the clause ensures that both parties are only obligated to proceed with the merger once all critical requirements are met, thereby reducing risk and providing certainty in the transaction process.
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions:
(a) Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of Company contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time except as contemplated by this Agreement, and Parent and Sub shall have received a Certificate of the Chairman of the Board, the President or an Executive Vice President of Company as to the satisfaction of this condition.
(b) Parent and Sub shall have received an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, counsel to Parent and Sub in form and substance reasonably satisfactory to Parent and Sub, dated on or about the date of the mailing of the Proxy Statement to stockholders, which opinion shall be reconfirmed as of the Effective Time, substantially to the effect that the Merger will constitute a reorganization for Federal income tax purposes within the meaning of section 368(a) of the Code. In rendering such opinion, Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ may require and rely upon representations contained in certificates of officers of Parent, Sub, Company and others as well as certificates of shareholders who beneficially own five percent or more of the votes or value of any class of stock of Company and others.
(c) Parent and Sub shall have received an opinion from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and General Counsel of Company or Debevoise & ▇▇▇▇▇▇▇▇, special counsel for Company, dated the Effective Time, to the effect that:
(i) Company is a corporation validly existing under the laws of the State of Delaware.
(ii) Company has the corporate power to enter into this Agreement and to consummate the transactions contemplated hereby; and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by requisite corporate action taken on the part of Company.
(iii) This Agreement has been executed and delivered by Company and is a valid and binding obligation of Company, enforceable against Company in accordance with its terms, except (A) as may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter ...
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions:
(i) The Company shall have performed or complied with in all material respects its agreements and covenants contained in this Agreement required to be performed or complied with at or prior to the Closing Date; (ii) the representations and warranties of the Company contained in this Agreement shall be true in all respects (without regard to materiality or Material Adverse Effect qualifiers), in each case when made and unless a representation speaks of a specific date, on and as of the Closing Date with the same force and effect as if made on and as of such date, except where failures to be so true could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; PROVIDED HOWEVER, such Material Adverse Effect qualification shall be inapplicable with respect to the representations and warranties contained in Sections 2.3, 2.14, 2.17 and 2.18 (which representations shall be true and correct at the applicable times in all material respects); and (iii) Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and chief financial officer of the Company to such effect.
(b) At any time on or after the date of this Agreement there shall not have occurred any condition, event or occurrence which could, individually or in the aggregate, reasonably be likely to cause a Material Adverse Effect.
(c) The opinion, based on appropriate representations of the Company and Parent, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to Parent, to the effect that (i) the Merger will be treated for Federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) Parent, Sub and the Company will each be a party to the reorganization within the meaning of Section 368(b) of the Code, dated on or about the date of and referred to in the Proxy Statement as first mailed to the stockholders of the Company, which shall not have been withdrawn or modified in any material respect as of the Closing Date.
(d) There shall not be pending or threatened by any governmental authority any Action before any United States court or other governmental body of competent jurisdiction (i) challenging or seeking to restrain or prohibit the consummation of the Merger or seeking to obtain from Parent or any of its subsidiaries or the Com...
Conditions to Obligations of Parent and Sub to Effect the Merger. Solely if the Offer Termination shall have occurred or the Offer Closing shall not have occurred, the obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Effective Time of the following conditions:
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional condition:
(a) Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the earlier of (i) the time that persons designated by Parent are appointed as directors of Company pursuant to Section 3.4 hereof and (ii) the Effective Time and the representations and warranties of Company contained in this Agreement shall be true and correct in all material respects at and as of the earlier of (i) the time that persons designated by Parent are appointed as directors of Company pursuant to Section 3.4 hereof and (ii) the Effective Time as if made at and as of such time, except as contemplated by this Agreement, and Parent and Sub shall have received a Certificate of the Chairman of the Board, the Chief Operating Officer, or an Executive Vice President of Company as to the satisfaction of this condition.
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time of the following conditions:
(a) TWG and TWG Shareholder shall have performed in all material respects all agreements, obligations and covenants contained in this Agreement required to be performed by them at or prior to the Effective Time;
(b) the representations and warranties of TWG and the TWG Shareholder contained in this Agreement shall be true and correct in all material respects when made, and at and as of the Effective Time, as if made at and as of such time (except for representations and warranties made as of a specified date, which need only be true as of such date);
(c) There shall have been delivered to Parent at the Closing, (i) the Stockholders' Agreement executed by ▇▇▇▇▇▇▇; (ii) an Employment Agreement executed by each of ▇▇▇▇▇▇▇ and ▇▇▇▇▇, an Employment Agreement; (iii) an Option Agreement executed by each of ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇;
(d) the appropriate officers of TWG shall have executed and delivered to Parent at the Closing, a closing certificate, substantially in the form of Exhibit "F" hereto ("TWG's Closing Certificate"); -----------
(e) TWG and the TWG Shareholder shall have obtained or caused to be obtained all of the Consents listed on Schedule 7.2(e) hereto; ---------------
(f) Parent shall have received a Certificate of Existence of TWG, and a copy of the Articles of Incorporation of TWG, both as certified by the Secretary of State of North Carolina;
(g) Parent shall have received, at the Closing, a duly executed opinion of counsel to TWG and the TWG Shareholder, substantially in the form of Exhibit "G" hereto ("TWG's Opinion of Counsel"); and -----------
(h) Parent shall have received from TWG or the TWG Shareholder, as the case may be, such other documents as Parent's counsel shall have reasonably requested, in form and substance reasonably satisfactory to Parent's counsel.
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment at or prior to the Effective Date of the following additional conditions, unless waived in writing by Parent in accordance with SECTION 10.4 hereof:
(a) The Company shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Effective Date; and Parent and Sub shall have received a certificate of the Company executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, to that effect.
(b) Each of the representations and warranties of the Company contained in this Agreement (i) that is qualified by materiality or Company Material Adverse Effect shall be true and correct when made and at and as of the Effective Date and (ii) that is not so qualified shall be true and correct when made and at and as of the Effective Date except where the failure of any such representations or warranties to be so true and correct, individually or in the aggregate with other such failures, would not have a Company Material Adverse Effect, (except in the case and each of (i) and (ii) to the extent they expressly relate to the date of this Agreement or any other particular date, in which case, as of such date), and Parent and Sub shall have received a certificate of the Company executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, to that effect.
(c) Parent shall have received opinions of counsel to the Company, dated the Closing Date, substantially in form and substance set forth in EXHIBIT H.
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, of the following conditions:
(a) the appropriate officers of Digital shall have executed and delivered to Parent at the Closing, a closing certificate, and incumbency certificate substantially in the form of Exhibit "F" hereto. -----------
(b) Digital and the Digital Shareholders shall have obtained or caused to be obtained all of the Consents, if any, listed on Schedule 7.2(b) --------------- hereto; (c) there shall have been delivered to Parent at the Closing, duly executed by each of the Digital Shareholders, (i) an Agreement to be Bound to the Stockholders' Agreement, substantially in the form of Exhibit "G" hereto; ----------- and (ii) an Agreement to be Bound by the Registration Rights Agreement;
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, of the following conditions:
(a) ICC, the ICC Stockholders and any other stockholders of ICC shall have performed in all material respects their respective agreements contained herein or in the Voting and Indemnity Agreement required to be performed at or prior to the Effective Time, and the representations and warranties of ICC and the ICC Stockholders contained herein or in the Voting and Indemnity Agreement shall be true when made and (except for representations and warranties made as of a specified date, which need only be true as of such date) at and as of the Effective Time as if made at and as of such time, except as contemplated hereby;
(b) the appropriate officers of ICC shall have executed and delivered to Parent at the Closing, a closing and incumbency certificate, substantially in the form of Exhibit "J" ("ICC's Closing Certificate").
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger are subject to the fulfillment of all of the following conditions precedent at or prior to the Effective Time:
(a) The representations and warranties made by Target shall be true and correct as of the Closing.
(b) All obligations of Target under this Agreement and the Merger Agreement shall have been complied with and performed in all material respects.
(c) There shall be no material change in the business, assets, liabilities or financial condition of Target from that set forth in the Target Financial Statements.