Obligations to Effect the Merger Sample Clauses

The "Obligations to Effect the Merger" clause defines the responsibilities of each party to take all necessary actions to complete the merger transaction as agreed. This typically includes requirements such as obtaining regulatory approvals, securing shareholder consent, and providing necessary documentation or information. By clearly outlining these duties, the clause ensures that both parties are actively working toward closing the deal and helps prevent unnecessary delays or failures in consummating the merger.
Obligations to Effect the Merger. The obligations of the REIT and the Limited Liability Company to effect the Merger and the other transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of the following conditions (unless such conditions are waived in writing by the REIT and the Limited Liability Company):
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Obligations to Effect the Merger. On such date as the Company shall have satisfied (or with respect to matters required to be satisfied at the Closing is in a position to satisfy within one Business Day) each of the conditions set forth in Section 8.2 and each of the conditions in Section 8.1 is satisfied, the Company shall deliver an officers’ certificate to such effect to Parent, Parent Americas and Merger Sub (the “Closing Condition Satisfaction Notice”). The Company shall not be entitled to deliver a Closing Condition Satisfaction Notice to Parent, Parent Americas or Merger Sub on or after March 31, 2006. (a) If prior to March 31, 2006, the Company has delivered the Closing Condition Satisfaction Notice, Parent, Parent Americas and Merger Sub shall have five (5) Business Days to notify Company that they concur or disagree that the Company has satisfied (or with respect to matters required to be satisfied at the Closing is in a position to satisfy within one Business Day) each of the conditions set forth in Section 8.2 and each of the conditions in Section 8.1. (b) In the event that Parent, Parent Americas and Merger Sub concur with the Closing Condition Satisfaction Notice delivered prior to March 31, 2006, Parent shall not be permitted to terminate this Agreement pursuant to Section 9.1(a)(iii), Section 9.1(a)(v), Section 9.1(c)(i) (solely with respect to breaches occurring before the date of the Closing Condition Satisfaction Notice) or Section 9.1(c)(ii). In the event that the Company has delivered the Closing Condition Satisfaction Notice prior to March 31, 2006 and Parent, Parent Americas and Merger Sub shall have notified the Company that it concurs with such Closing Condition Satisfaction Notice, the Company shall not be permitted to terminate this Agreement pursuant to Section 9.1(a)(iii), Section 9.1(a)(v) or Section 9.1(b)(ii). (c) In the event that Parent, Parent Americas and Merger Sub disagree with the Closing Condition Satisfaction Notice delivered prior to March 31, 2006, and Parent, Parent Americas and Merger Sub and Company are not able to agree upon the matters set forth therein within ten (10) Business Days, the matter will be subject to binding arbitration under the arbitration rules of the American Arbitration Association (“AAA”) and that the neutral arbitrator will be selected by the parties. Any arbitration hearing will be held in the State of Delaware. Parent, Parent Americas, Merger Sub and the Company agree that the arbitrator will have the power to decide any...
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Related to Obligations to Effect the Merger

  • Conditions to Each Party’s Obligations to Effect the Merger The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on or prior to the Closing Date of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated hereby; (c) The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding shall have been filed or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreement.

  • Conditions to Each Party’s Obligation to Effect the Mergers The respective obligation of each party to effect the Mergers is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment (or written waiver by the Company) of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement which are qualified by a “Parent Material Adverse Effect” qualification will be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (ii) the representations and warranties of Parent set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification will be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that, with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period will be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period. (b) Parent and Merger Sub will have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Parent will have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied. (d) Parent will have deposited, or will have cause to be deposited, the amounts contemplated by Section 2.2(a) with the Exchange Agent.

  • Conditions to Each Party’s Obligation to Effect the Merger The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Exchange The obligation of each party to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions: