Conditions to Parent’s and Merger Sub’s Obligations Sample Clauses
The 'Conditions to Parent’s and Merger Sub’s Obligations' clause defines the specific requirements that must be satisfied before the parent company and its merger subsidiary are legally obligated to complete the merger transaction. These conditions often include the target company fulfilling certain representations and warranties, obtaining necessary regulatory approvals, and ensuring no material adverse changes have occurred. By clearly outlining these prerequisites, the clause protects the parent and merger sub from being forced to close the deal if key conditions are unmet, thereby managing risk and ensuring both parties are aligned before finalizing the merger.
Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the obligations of Parent and Merger Sub to effect the Closing shall be subject to the following conditions, any one or more of which may be waived in writing by Parent:
(a) The representations and warranties made by the Company contained in (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iii), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had a Company Material Adverse Effect;
(b) The Company shall have performed and complied in all material respects with all agreements, covenants and obligations required by this Agreement to be performed or complied with by the Company on or prior to the Closing; and
(c) The Company shall have caused to be delivered to Parent a certificate executed by a duly authorized officer of the Company certifying that each of the conditions set forth in Sections 8.2(a) and (b) has been satisfied.
Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are also subject to the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:
Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:
(a) Parent, Merger Sub and the Company shall have received or otherwise obtained all third party consents and approvals that are identified with an asterisk (*) on the attached Restrictions Schedule (collectively, the “Third-Party Approvals”);
(b) Parent, Merger Sub and the Company shall have received or obtained all governmental and regulatory consents, approvals, licenses and authorizations that are necessary for the consummation of the transactions contemplated hereby or for Parent and Surviving Corporation to own the assets and operate the businesses of the Company and its Subsidiaries following the Closing, and the waiting period under the HSR Act shall have expired or been terminated (collectively, the “Governmental Approvals”);
(c) No suit, action or other proceeding shall be pending or, to the Knowledge of the Company, threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of the Surviving Corporation to own the assets and operate the businesses of the Company and its Subsidiaries following the Closing, or (iv) affect adversely the right of any of the Company or any of its Subsidiaries to own its assets or control its businesses following the Closing, and no such injunction, judgment, order, decree, ruling or charge shall have been entered or be in effect;
(d) The Controlling Shareholders and the Company shall have entered into the Related Agreement, and the Related Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified;
(e) The Shareholders’ Representative and the Escrow Agent shall have entered into the Escrow Agreement, and the Escrow Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified;
(f) Each of the Executives shall have entered into their respective Employment Agreements, and the Employment Agreements shall ...
Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Subs to effect the Transaction and complete the related transactions contemplated by this Agreement are subject, in the discretion of Parent, to the satisfaction, on or prior to the Closing Date, of each of the following conditions:
Conditions to Parent’s and Merger Sub’s Obligations. The obligations of each of Parent and Merger Sub, respectively, to consummate the Merger are subject to the satisfaction (or waiver by Parent, in its sole discretion) of each of the conditions set forth in this Section 8.3 on or before the Closing Date. If the Merger is consummated, such conditions will conclusively be deemed to have been satisfied or waived.
Conditions to Parent’s and Merger Sub’s Obligations. The obligation of Parent and Merger Sub to complete the Closing is subject to the satisfaction or waiver of each of the following conditions precedent (in addition to those contained in Section 9.01):
(a) (i) the representations and warranties of the Company contained in this Agreement, including the representations and warranties contained in Section 3.22 (Taxes) (but excluding the Fundamental Representations), that are (A) qualified as to materiality or by reference to a Material Adverse Effect will be true and correct in all respects or (B) not so qualified will be true and correct as written except where any failure to be true and correct, individually or when aggregated with all other such failures, would not be reasonably be expected to have a Material Adverse Effect and (ii) the Fundamental Representations (excluding the representations and warranties contained in Section 3.22 (Taxes)) will be true and correct in all respects except for de minimis exceptions, in each case as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except that any such representations or warranties which expressly relate to an earlier date need only have been true and correct as of such date;
(b) the Company and any Affiliates will have performed in all material respects (or with respect to any covenant or agreement qualified by materiality or Material Adverse Effect, in all respects) each of the covenants and agreements that each of them is required to perform on or prior to the Closing Date;
(c) the Company will have delivered to Parent all of the certificates and other documents specified in Section 2.03(a);
(d) Dissenting Shares shall not constitute Shares that represent more than 8% of the aggregate Pro Rata Share of the Merger Consideration payable to the Effective Time Holders at the Closing; and
(e) No Material Adverse Effect will have occurred from and after the date of this Agreement.
Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Closing are subject to the satisfaction, at or before the Closing, of all of the conditions set out below in this Section 5.1. Parent may waive any or all of these conditions in whole or in part in writing; provided, however, that no such waiver of a condition will constitute a waiver by Parent of any of its other rights or remedies, at law or in equity, if the Company is in default of any of its representations, warranties or covenants under this Agreement.