Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 65 contracts
Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger and Reorganization (American Well Corp), Agreement and Plan of Merger (Sigma Designs Inc)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at on or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 54 contracts
Samples: Agreement and Plan of Merger (Zomax Inc /Mn/), Terms Agreement (Airvana Inc), Agreement and Plan of Merger (Visual Networks Inc)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 44 contracts
Samples: Agreement and Plan of Merger (Reptron Electronics Inc), Agreement and Plan of Reorganization (Cholestech Corporation), Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be is subject to the satisfaction at on or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 43 contracts
Samples: Agreement and Plan of Merger (CNL Income Fund Vi LTD), Agreement and Plan of Merger (CNL Income Fund X LTD), Agreement and Plan of Merger (U S Restaurant Properties Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be are subject to the satisfaction at of, or waiver by the Company, on or prior to the Closing of each Date of the following additional conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 42 contracts
Samples: Agreement and Plan of Merger (Artio Global Investors Inc.), Agreement and Plan of Merger (Wyeth), Agreement and Plan of Merger (Broadwing Corp)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 25 contracts
Samples: Agreement and Plan of Merger (Ndchealth Corp), Agreement and Plan of Merger (Emulex Corp /De/), Agreement and Plan of Merger (Webex Communications Inc)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at on or prior to the Closing Date of each of the following additional conditions, any either of which may be waived, in writing, exclusively by the Company:
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Illumina Inc), Agreement and Plan of Merger (Matrixone Inc), Agreement and Plan of Merger (Brooktrout Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement Transactions shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions, any conditions (it being understood and agreed that each such condition is solely for the benefit of which the Company and may be waived, in writing, exclusively waived by the Company:Company in writing in its sole discretion without notice or Liability to any Person):
Appears in 19 contracts
Samples: Agreement and Plan of Merger (Pandora Media, Inc.), Agreement and Plan of Merger (Infoblox Inc), Agreement and Plan of Merger (PubMatic, Inc.)
Additional Conditions to Obligations of the Company. The obligations --------------------------------------------------- of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 18 contracts
Samples: Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Magma Design Automation Inc), Agreement and Plan of Reorganization (Cobalt Networks Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any conditions (it being understood that each such condition is solely for the benefit of which the Company and may be waived, in writing, exclusively waived by the Company:Company in writing in its sole discretion without notice or Liability to any Person):
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Cray Inc), Agreement and Plan of Merger (Wright Medical Group Inc), Share Purchase Agreement (BTCS Inc.)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc), Agreement and Plan of Merger (BSD Software Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 11 contracts
Samples: Merger Agreement (Ithaka Acquisition Corp), Agreement and Plan of Reorganization (Bowen Acquisition Corp), Agreement and Plan of Merger (Ladenburg Thalmann Financial Services Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Hillman Companies Inc), Agreement and Plan of Merger (890 5th Avenue Partners, Inc.), Agreement and Plan of Merger (Landcadia Holdings III, Inc.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger Mergers and the transactions contemplated by this Agreement other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Crescent Acquisition Corp), Agreement and Plan of Merger (Crescent Acquisition Corp), Agreement and Plan of Merger (Gores Holdings III, Inc.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 7 contracts
Samples: Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Tut Systems Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement Transaction shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 7 contracts
Samples: Securities Purchase Agreement (Catalyst Lighting Group Inc), Agreement and Plan of Merger (Cab-Tive Advertising, Inc.), Agreement and Plan of Merger (Multi Link Telecommunications Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to as of the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Newtown Lane Marketing Inc), Agreement and Plan of Merger (Big Rock Partners Acquisition Corp.), Agreement and Plan of Merger (BRAC Lending Group LLC)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be are subject to the satisfaction at of, or waiver by the Company, on or prior to the Closing of each Date of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Amtech Systems Inc), Agreement and Plan of Merger (CollabRx, Inc.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (US Oncology Holdings, Inc.), Agreement and Plan of Merger (Eaco Corp), Agreement and Plan of Merger (McKesson Corp)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Trenton Acquisition Corp.), Agreement and Plan of Merger (Tarrant Apparel Group), Agreement and Plan of Reorganization (GeoPharma, Inc.)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be is subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, waived in writing, writing exclusively by the Company:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Varco International Inc /De/), Agreement and Plan of Merger (National Oilwell Varco Inc), Agreement and Plan of Merger (Grant Prideco Inc)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, waived in writing, exclusively writing by the Company:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Altiris Inc), Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Symantec Corp)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the other transactions contemplated by this Agreement shall be herein are also subject to the satisfaction at or prior to as of the Closing of each of the following conditions, any one of which may be waived, waived in writing, exclusively writing by the Company:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Qihoo 360 Technology Co LTD), Agreement and Plan of Merger (Hailiang Education Group Inc.), Agreement and Plan of Merger (China Nuokang Bio-Pharmaceutical Inc.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and the other transactions contemplated by this Agreement shall be hereby are also subject to the satisfaction at or prior to the Closing of each Date of the following conditions, any or all of which may be waived, waived in writing, exclusively writing by the Company, in whole or in part:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (GRC International Inc), Agreement and Plan of Merger (McNichols Gerald R), Agreement and Plan of Merger (Dimark Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be are subject to the satisfaction at or prior to fulfillment, on the Closing Date, of each of the following conditions, conditions (any or all of which may be waived, in writing, exclusively waived by the Company:Company in whole or in part in its sole discretion):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (DJO Finance LLC), Agreement and Plan of Merger (IHS Markit Ltd.), Agreement and Plan of Merger (Colfax CORP)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the Company) at or prior to the Closing of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (Image Entertainment Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writing, exclusively waived by the Company, in whole or in part, to the extent permitted by applicable Law:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dresser Industries Inc /De/), Agreement and Plan of Merger (Halliburton Co), Agreement and Plan of Merger (Dresser Industries Inc /De/)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Corsair Communications Inc), Agreement and Plan of Reorganization (Triangle Pharmaceuticals Inc), Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and effect this Agreement and the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Larscom Inc), Agreement and Plan of Merger (Platinum Technology Inc), Agreement and Plan of Reorganization (Tut Systems Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger Acquisition and the other transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Centillium Communications Inc), Asset Purchase Agreement (Synnex Corp), Asset Purchase Agreement (Looksmart LTD)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated hereby and by this Agreement the Ancillary Agreements shall be subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing Effective Time (all of each which are for the benefit of the following conditions, any of which Company and may only be waived, in writing, exclusively waived by the Company:Company in writing if not satisfied):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Valueclick Inc/Ca), Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be is subject to the satisfaction at fulfillment, on or prior to the Closing Date, of each of the following conditions, conditions (any or all of which may be waived, in writing, exclusively waived by the Company:Company in whole or in part in its sole discretion):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Grubb & Ellis Co), Agreement and Plan of Merger (Great Atlantic & Pacific Tea Co Inc), Agreement and Plan of Merger (Thompson Anthony W)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction satisfaction, at or prior to the Closing Date, of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Global Cash Access Holdings, Inc.), Agreement and Plan of Merger (Cash Systems Inc), Agreement and Plan of Merger (Sigmatel Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wellcare Management Group Inc), Agreement and Plan of Merger (Wellcare Management Group Inc), Agreement and Plan of Merger (Wellcare Group Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and effect this Agreement and the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Evoke Inc), Agreement and Plan of Reorganization (Etoys Inc), Agreement and Plan of Reorganization (Etoys Inc)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Telanetix,Inc), Agreement and Plan of Merger (Matria Healthcare Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be Transactions are also subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, waived in writing, exclusively writing by the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SmartRent, Inc.), Agreement and Plan of Merger (Streamline Health Solutions Inc.), Agreement and Plan of Merger (Cannae Holdings, Inc.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Flir Systems Inc), Agreement and Plan of Merger (Phone Com Inc), Shareholder Agreement (Phone Com Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at on or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bookham Technology PLC), Agreement and Plan of Merger (New Focus Inc), Agreement and Plan of Merger (Bookham Technology PLC)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at on or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by the CompanyCompany in its sole discretion:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Epresence Inc), Agreement and Plan of Merger (Infospace Inc), Agreement and Plan of Merger (Infospace Inc)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 3 contracts
Samples: Agreement of Merger (Catalina Marketing Corp/De), Agreement of Merger (Catalina Marketing Corp/De), Agreement and Plan of Merger (Ardea Biosciences, Inc./De)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to before the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Integrated Alarm Services Group Inc), Agreement and Plan of Merger (Integrated Alarm Services Group Inc)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, waived in writing, exclusively writing by the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Carrier Access Corp), Agreement and Plan of Merger (Force10 Networks Inc), Agreement and Plan of Merger (Stratagene Corp)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect this Agreement and the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (California Culinary Academy Inc), Agreement and Plan of Merger (Career Education Corp)
Additional Conditions to Obligations of the Company. The obligations of the Company and the Stockholders to consummate and effect the Merger and the transactions contemplated by this Agreement Mergers shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Quartet Merger Corp.), Agreement and Plan of Reorganization (Pangaea Logistics Solutions Ltd.)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be is further subject to the satisfaction at or prior to the Closing of each of the following conditions, any one or more of which may be waived, in writing, exclusively waived by the CompanyCompany at or prior to the Closing:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blueprint Medicines Corp), Agreement and Plan of Merger (Hub Group, Inc.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and effect this Agreement and the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (COMMITTED CAPITAL ACQUISITION Corp), Agreement and Plan of Reorganization (Adept Technology Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated by that are to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditionsconditions set forth in this Section 6.3, any of which may be waived, in writing, exclusively by the CompanyCompany in its sole and absolute discretion:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Greenrose Acquisition Corp.), Agreement and Plan of Merger (Greenrose Acquisition Corp.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be hereby, including the Merger, are subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writingwhole or in part, exclusively to the extent permitted by applicable Law, by the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (E.W. SCRIPPS Co), Agreement and Plan of Merger (E.W. SCRIPPS Co)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction or fulfillment, at or prior to the Closing Date, of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 2 contracts
Samples: Plan of Merger (New Age Beverages Corp), Agreement and Plan of Merger and Reorganization (Sun Microsystems Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement Other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company, in the Company’s sole discretion:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.), Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forsythe Gerald R), Agreement and Plan of Merger (Verticalnet Inc)
Additional Conditions to Obligations of the Company. The obligations --------------------------------------------------- of the Company to consummate the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing of each of the following conditionsEffective Time, any of which may be waived, in writing, exclusively by the Company:
Appears in 2 contracts
Samples: Exhibit 1 (Peregrine Systems Inc), Agreement and Plan of Merger (Remedy Corp)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Merger and the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at on or prior to the Closing Date of each of the following additional conditions, any either of which may be waived, in writing, exclusively by the Company:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Egalet Corp), Asset Purchase Agreement (Egalet Corp)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.), Agreement and Plan of Merger (Harmony Merger Corp.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger Asset Purchase and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Healtheon Corp), Asset Purchase Agreement (Healtheon Corp)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger Acquisition and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 2 contracts
Samples: Purchase Agreement (Trustcash Holdings, Inc.), Purchase Agreement (Mistral Ventures Inc)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Merger and the transactions contemplated by this Agreement Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (First Financial Bancorp /Oh/)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and the other transactions contemplated by this Agreement shall be hereby are also subject to the satisfaction at or prior to the Closing of each Date of the following conditions, any or all of which may be waived, waived in writing, exclusively writing by the Company, in whole or in part, to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intellicall Inc), Agreement and Plan of Merger (Intellicall Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Business Objects S.A.), Agreement and Plan of Merger (Audience Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Callaway Golf Co), Agreement and Plan of Merger (Enpro Industries, Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to effect the Closing (including to effect and consummate the Merger Mergers and the transactions contemplated by this Agreement other Transactions) shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (VPC Impact Acquisition Holdings III, Inc.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and otherwise consummate the transactions contemplated by this Agreement shall be Contemplated Transactions is subject to the satisfaction (or waiver by Company), at or prior to the Closing Closing, of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at on or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by other Transactions that are to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditionsconditions set forth in this Section 6.3, any of which may be waived, in writing, exclusively by the CompanyCompany in its sole and absolute discretion:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Greenrose Acquisition Corp.)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be other Transactions are also subject to the satisfaction at or prior to as of the Closing of each of the following conditions, any one of which may be waived, waived in writing, exclusively writing by the Company:
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, waived exclusively by the Company:
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations of the Company to effect the Closing and consummate the Merger and the other transactions contemplated by that are to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditionsconditions set forth in this Section 6.2, any of which may be waived, in writing, exclusively by the CompanyCompany in its sole and absolute discretion:
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and effect the transactions contemplated by this Agreement shall be are subject to the satisfaction at or prior to the Closing of each Date of the following conditions, any or all of which may be waived, waived in writing, writing in whole or in part exclusively by the Company:
Appears in 1 contract
Samples: Transaction Agreement (Avista Healthcare Public Acquisition Corp.)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Merger and effect the transactions contemplated by this Agreement shall be to occur at the Closing is subject to the satisfaction of the following additional conditions, any one or more of which may be waived by the Company in writing at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the CompanyClosing:
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waivedwaived to the extent permissible by applicable Legal Requirements, in writing, exclusively by the Company:
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger Transactions and the other transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Additional Conditions to Obligations of the Company. The In addition to the conditions set forth in Section 6.1, the obligations of the Company to consummate the Merger and effect this Agreement and the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Asset Purchase Agreement (Northland Cranberries Inc /Wi/)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and affect the Merger and the transactions contemplated by this Agreement Business Combination shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Endeavor Acquisition Corp.)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and the other transactions contemplated by this Agreement shall be herein are also subject to the satisfaction at or prior to as of the Closing of each of the following conditions, any one of which may be waived, waived in writing, exclusively writing by the Company:: 57
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Customer Relations Centers, Inc.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and consummate the other transactions contemplated by this Agreement shall be are also subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writingwhole or in part, exclusively to the extent permitted by the Company:Section 9.15 and applicable Law.
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:: 44
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Merger and the other transactions contemplated by this Agreement and by the Related Agreement shall also be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medicis Pharmaceutical Corp)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction or fulfillment, at or prior to the Closing Closing, of each of the following conditions, additional conditions (any or all of which may be waived, in writingwhole or in part, exclusively by the Company:Company in its sole and absolute discretion):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sirenza Microdevices Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at on or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the A-45 satisfaction or waiver of each of the following conditions at or prior to the Closing of each of the following conditionsEffective Time, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Peregrine Systems Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and close the transactions contemplated by this Agreement shall be hereby is subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively executed by the Company:
Appears in 1 contract
Samples: Termination and Release Agreement (American Residential Investment Trust Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated by that are to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditionsconditions set forth in this Section 8.2, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Merger Agreement And (Cimatron LTD)
Additional Conditions to Obligations of the Company. The --------------------------------------------------- obligations of the Company to consummate effect the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writing, exclusively waived by the Company, in whole or in part, to the extent permitted by applicable Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aviva Petroleum Inc /Tx/)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Transaction Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Andina Acquisition Corp. II)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations of the Company and the Shareholder to consummate the Merger and effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the CompanyCompany and the Shareholder:
Appears in 1 contract
Samples: Stock Purchase Agreement (CS China Acquisition Corp.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Closing, or such time as specified herein, of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Algiers Resources Inc/Ny)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each Date of the following additional conditions, any of which may be waived, unless waived in writing, exclusively writing by the Company:
Appears in 1 contract
Samples: Stock Purchase Agreement (Wave2Wave Communications, Inc.)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to before the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (WuXi PharmaTech (Cayman) Inc.)
Additional Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger and to otherwise consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, conditions (it being understood that any one or more of which the following conditions may be waived, in writing, exclusively waived by the Company:):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Additional Conditions to Obligations of the Company. The obligations --------------------------------------------------- of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Stamps Com Inc
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and effect this Agreement and the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Covad Communications Group Inc)
Additional Conditions to Obligations of the Company. The obligations of the Company and the Stockholder to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Trio Merger Corp.)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to before the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by subject to the Company:mutual consent of the Company and Purchaser.
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following additional conditions, any of which may be waived, unless waived in writing, exclusively writing by the Company:
Appears in 1 contract
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Summit Design Inc)
Additional Conditions to Obligations of the Company. The obligations ---------------------------------------------------- of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Appears in 1 contract
Samples: Affiliate Agreement (Level One Communications Inc /Ca/)
Additional Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Merger and otherwise consummate the transactions contemplated by this Agreement shall be are subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, waived in writing, writing exclusively by the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (HyperSpace Communications, Inc.)
