Conditions to the Obligations of Parent Sample Clauses
The "Conditions to the Obligations of Parent" clause defines the specific requirements that must be satisfied before the parent company is legally obligated to complete its part of a transaction, such as a merger or acquisition. These conditions may include regulatory approvals, the accuracy of representations and warranties made by the other party, or the fulfillment of certain covenants. By clearly outlining these prerequisites, the clause protects the parent company from being forced to proceed if key conditions are not met, thereby managing risk and ensuring that the transaction only moves forward under agreed-upon circumstances.
Conditions to the Obligations of Parent. The obligation of Parent to consummate the Merger is subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any or all of which may be waived in whole or in part by Parent to the extent permitted by applicable law:
(a) the representations and warranties of the Company set forth in SECTION 5.2 that are qualified as to materiality or Material Adverse Effect shall be true and correct and those that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), in each case except as permitted or contemplated by this Agreement (it being understood that for purposes of determining the accuracy of such representations or warranties any update or modifications to the Company Disclosure Schedule made or purported to have been made without Parent's written consent thereto shall be disregarded), except, in all cases, where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect on the Company;
(b) the Company shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time;
(c) the Company shall have delivered to Parent a certificate of its Chief Executive Officer and Chief Financial Officer to the effect that each of the conditions specified in SECTION 7.1 (as it relates to the Company) and clauses (a) and (b) of this SECTION 7.3 has been satisfied in all respects;
(d) the Company shall have received all written consents, assignments, waivers, authorizations or other certificates necessary to provide for the continuation in full force and effect of any and all material contracts and leases of the Company and for the Company to consummate the transactions contemplated hereby; and
(e) Either (i) all of the shares of Company Series E Preferred Stock shall have been converted into shares of Company Common Stock on or prior to the Effective Time or (ii) all of the conditions to the obligations of the holder(s) of the Company Series E Preferred Stock to waive their mandatory repurchase right set forth in the Waiver shall have been and remain satisfied and the...
Conditions to the Obligations of Parent. The obligations of Parent to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment prior to or at Closing of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent, to the extent permitted by applicable law:
Conditions to the Obligations of Parent. The obligations of Parent to consummate the Transaction are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:
(a) The Company shall have performed, in all material respects, all of its obligations hereunder required to be performed by it at or prior to the Closing;
(b) (i) the representations and warranties of the Company contained in Section 4.01 (other than the third, fourth and sixth sentences therein), Section 4.02, Section 4.05(c) (other than the last sentence therein), Section 4.06(b), Section 4.25, Section 4.26 and Section 4.27 (A) in the case of any such representations and warranties that are qualified by materiality or Material Adverse Effect in the text thereof, shall be true and correct in all respects, and (B) in the case of any such representations and warranties that are not so qualified, shall be true and correct in all material respects, in the case of each of clauses (A) and (B), at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date); (ii) the representations and warranties of the Company contained in Section 4.05(a) shall be true and correct at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except for any de minimis inaccuracies, (iii) the representations and warranties of the Company contained in Section 4.09(b) shall be true and correct in all respects at and as of the Closing as if made at and as of the Closing; and (iv) the other representations and warranties of the Company contained in Article IV (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and correct at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(c) since the date of this Agreement, there shall not have occurred a Material Adverse Effect; and
(d) Parent shall have received a certificate from an executive officer of the Company...
Conditions to the Obligations of Parent. The obligations of Parent to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Parent) at or prior to the Closing of each of the following conditions (it being understood that, if permitted by applicable Law, Parent may waive any one or more of the following conditions):
(a) there shall not be in effect any Restraint that enjoins, restrains or otherwise prohibits the consummation of the transactions contemplated hereby; provided, that, prior to invoking this condition, Parent shall have used commercially reasonable efforts (including in accordance with Section 6.4) to remove any such Restraint;
(b) Buyer shall have performed and complied in all material respects with all covenants, agreements and obligations required to be performed or complied with by Buyer under this Agreement at or prior to the Closing;
(c) the representations and warranties of Buyer contained in ARTICLE V shall be true and correct (without giving effect to any limitation or qualification contained therein relating to "materiality" or "Buyer Material Adverse Effect") as of the date of this Agreement and shall be true and correct (without giving effect to any limitation or qualification contained therein relating to "materiality" or "Buyer Material Adverse Effect") at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only at and as of such date), except where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedule but without giving effect to any limitation or qualification as to "materiality" or "Buyer Material Adverse Effect" set forth therein) has not had, and would not reasonably be expected to have, a Buyer Material Adverse Effect;
(d) Buyer shall have executed and delivered to Parent a signed counterpart to the Transition Services Agreement;
(e) the applicable waiting period under the HSR Act shall have expired or been terminated, and all other foreign antitrust approvals, consents or authorizations under foreign Antitrust Laws required to be obtained prior to the Closing from any Governmental Authority in order to consummate the transactions contemplated hereby shall have been obtained; and
(f) Buyer shall have delivered, or caused to be delivered, to Parent the deliverable set forth in Section 2.3(b). Confidential Portions of this ...
Conditions to the Obligations of Parent. The obligations of Parent to consummate the Closing are subject to the satisfaction at or prior to the Closing of the following conditions (each of which may be waived in writing in whole or in part by Parent):
Conditions to the Obligations of Parent. The obligations of Parent under this Agreement shall be further subject to the satisfaction (or waiver by Parent), at or prior to the Effective Time, of the following conditions:
Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions:
(a) each of the representations and warranties of the Company contained in this Agreement that is qualified by materiality shall be true, complete and correct on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true, complete and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and Parent shall have received a certificate of the Chairman or President and Chief Financial Officer of the Company to such effect;
(b) the Company shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Parent shall have received a certificate of the Chairman or President and Chief Financial Officer of the Company to that effect;
Conditions to the Obligations of Parent. The obligations of Parent hereunder to effect the Exchange shall be subject to the satisfaction, or waiver by Parent, of the following condition:
Conditions to the Obligations of Parent. The obligations of Parent to effect the Merger shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by Parent:
Conditions to the Obligations of Parent. THE PURCHASER AND THE COMPANY The respective obligations of each party to effect the Merger shall be subject to the satisfaction or, if permissible, waiver at or prior to the Effective Time of each of the following conditions: