Conditions to the Obligations of Acquiror and Merger Sub Sample Clauses
The 'Conditions to the Obligations of Acquiror and Merger Sub' clause defines the specific requirements that must be satisfied before the acquiring company and its merger subsidiary are legally obligated to complete the merger transaction. These conditions often include the receipt of necessary regulatory approvals, the accuracy of representations and warranties made by the target company, and the fulfillment of any covenants or pre-closing deliverables. By clearly outlining these prerequisites, the clause ensures that the acquiror and its subsidiary are protected from having to proceed with the merger if critical conditions are not met, thereby allocating risk and providing a clear framework for closing the transaction.
Conditions to the Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Acquiror and Merger Sub:
Conditions to the Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by Acquiror:
Conditions to the Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by Acquiror to the extent permitted by applicable law.
Conditions to the Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to consummate the Contemplated Transactions and to take the other actions required to be taken by Acquiror and Merger Sub at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Acquiror, in whole or in part):
(a) all of the representations and warranties of the Company set forth in this Agreement shall be true and correct with the same force and effect as if all of such representations and warranties were made at the Closing (provided, however, that to the extent such representations and warranties expressly relate to an earlier date, such representations shall be true and correct on and as of such earlier date), except for any untrue or incorrect representations or warranties that individually or in the aggregate do not have a Material Adverse Effect on the Company or any Acquired Subsidiary or on Acquiror’s rights under this Agreement;
(b) the Company shall have performed or complied with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing, except where any nonperformance or noncompliance would not have a Material Adverse Effect on the Company or any Acquired Subsidiary or on Acquiror’s rights under this Agreement;
(c) the Company shall have tendered for delivery all of the certificates, documents and other items listed in Section 2.6 of this Agreement, in form and substance reasonably satisfactory to Acquiror;
(d) all proceedings, corporate or otherwise, to be taken by the Company in connection with the Contemplated Transactions, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Acquiror and its counsel;
(e) from the date of this Agreement to the Closing, there shall be and have been no change in the financial condition, assets or business of the Company or any Acquired Subsidiary that has had or would reasonably be expected to have a Material Adverse Effect on the Company or such Acquired Subsidiary or on Acquiror’s rights under this Agreement;
(f) the portion of the Aggregate Merger Consideration that otherwise would have been payable with respect to the Dissenting Shares pursuant to Section 3.1(b) if the Dissenting Shareholders had not perfected their dissenters’ rights (the “Dissenting Shares Amount”) shall be no greater than two percent (2.0%) of the Aggregate Merger Consideration; provided, h...
Conditions to the Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to commence with the Closing and effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Acquiror and Merger Sub: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.