Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger 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 Parent:
Appears in 57 contracts
Samples: Agreement and Plan of Reorganization (Bowen Acquisition Corp), Agreement and Plan of Merger (Allegro Microsystems, Inc.), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub 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 Parent:
Appears in 27 contracts
Samples: Agreement and Plan of Merger and Reorganization (American Well Corp), Agreement and Plan of Reorganization (Ibeam Broadcasting Corp), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger 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 ParentParent and Merger Sub:
Appears in 19 contracts
Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (EnerSys)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect this Agreement and the Merger transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 12 contracts
Samples: Agreement and Plan of Reorganization (Zygo Corp), Agreement and Plan of Merger and Reorganization (Saflink Corp), Agreement and Plan of Merger and Reorganization (Active Voice Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger 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 Parent:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Trenton Acquisition Corp.), Agreement and Plan of Merger (Laurier International Inc), Agreement and Plan of Merger (NovaRay Medical, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other 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 Parent:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Emulex Corp /De/), Agreement and Plan of Merger (Ndchealth Corp), Agreement and Plan of Merger (Double Eagle Petroleum Co)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other Transactions 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 Parent:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Revolution Medicines, Inc.), Agreement and Plan of Merger (CM Life Sciences III Inc.), Agreement and Plan of Merger (D8 Holdings Corp.)
Additional Conditions to the Obligations of Parent and Merger Sub. The ----------------------------------------------------------------- obligations of Parent and Merger Sub 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 Parent:
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc), Agreement and Plan of Reorganization (Smartforce Public LTD Co), Agreement and Plan of Reorganization (Goto Com Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date fulfillment of each of the following additional conditions, any one or more of which may be waived, waived in writing, exclusively writing by Parent:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Quepasa Corp), Agreement and Plan of Merger (Synageva Biopharma Corp.), Agreement and Plan of Merger (Trimeris Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by ParentParent or Merger Sub:
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Flir Systems Inc), Agreement and Plan of Merger (Eaco Corp), Agreement and Plan of Merger (Us Dry Cleaning Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction fulfillment (or, to the extent permitted by applicable Law, waiver by Parent) at or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Citius Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (TenX Keane Acquisition), Transition Services Agreement (Avista Public Acquisition Corp. II)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall will be subject to the satisfaction or written waiver at or prior to the Closing Date of each Effective Time of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Inhibrx, Inc.), Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Biohaven Research Ltd.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be are subject to the satisfaction at or waiver (where permissible under applicable Law) of the following additional conditions on or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by ParentDate:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (TDCX Inc.), Agreement and Plan of Merger (Genetron Holdings LTD), Agreement and Plan of Merger (O2micro International LTD)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall transactions contemplated hereby will 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 ParentParent and Merger Sub:
Appears in 4 contracts
Samples: Merger Agreement (Shea Development Corp.), Agreement and Plan of Merger (Shea Development Corp.), Agreement and Plan of Merger (Shea Development Corp.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger transactions contemplated 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 Parent:Parent (each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Synova Healthcare Group Inc), Agreement and Plan of Merger (Sunpower Corp), Agreement and Plan of Merger (Sunpower Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or waiver prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, waived exclusively by Parent:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Easylink Services International Corp), Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (SoftBrands, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and otherwise to consummate 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, conditions (it being understood that any one or more of which the following conditions may be waived, in writing, exclusively waived by the written agreement of Parent:):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc), Agreement and Plan of Merger (Quality Systems, Inc), Agreement and Plan of Merger (Gilead Sciences Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (North American Oil & Gas Corp.), Agreement and Plan of Merger (Terra Tech Corp.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger 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 Parent:
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Newtown Lane Marketing Inc), Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate and effect the Merger shall be further subject to the satisfaction at or waiver on or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bowl America Inc), Agreement and Plan of Merger (Journal Media Group, Inc.), Agreement and Plan of Merger (Assisted Living Concepts Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions contemplated hereby and by the Ancillary Agreements shall be subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing Date of each of the following conditions, any Effective Time (all of which are for the benefit of Parent and Merger Sub and may only be waived, waived by Parent in writing, exclusively by Parent:writing if not satisfied):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Valueclick Inc/Ca), Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca), Agreement and Plan of Merger (Valueclick Inc/Ca)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be are subject to the satisfaction or waiver (where permissible under applicable Law) of the following additional conditions at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by ParentDate:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tang Liang), Agreement and Plan of Merger (Yao Jinbo), Agreement and Plan of Merger (58.com Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be further subject to the satisfaction (or waiver, if permitted by applicable Law) at or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Akari Therapeutics PLC), Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall Transactions will be subject to the satisfaction satisfaction, or written waiver by Parent, at or prior to before the Closing Date of each of the following conditionsconditions (each such condition being solely for the benefit of Parent and Merger Sub and capable of being waived by Parent in its sole discretion without notice, liability or obligation to any of which may be waived, in writing, exclusively by Parent:Person):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Nova Measuring Instruments LTD), Agreement and Plan of Merger (Aaron's Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The ----------------------------------------------------------------- obligations of Parent and Merger Sub to consummate and effect the Merger transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 3 contracts
Samples: Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Integrated Measurement Systems Inc /Or/)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by ParentParent and Merger Sub:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intercontinental Exchange, Inc.), Agreement and Plan of Merger (US Oncology Holdings, Inc.), Agreement and Plan of Merger (McKesson Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger 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 Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Harmony Merger Corp.), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Telanetix,Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction satisfaction, at or prior to the Closing Date of each Effective Time, of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (99 Cents Only Stores), Agreement and Plan of Merger (McAfee, Inc.), Agreement and Plan of Merger (Intel Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The ----------------------------------------------------------------- obligations of Parent and Merger Sub to consummate and effect this Agreement and the Merger transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Emachines Inc /De/), Agreement and Plan of Reorganization (Flycast Communications Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waivedwaived (to the extent permitted by applicable Legal Requirements, in writing, exclusively by Parent:Parent and Merger Sub):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cap Gemini Sa), Agreement and Plan of Merger (Kanbay International Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect this Agreement and the Merger transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditionsconditions set forth in this Section 7.2, any of which may be waived, in writing, exclusively by Parent:.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stratasys Inc), Agreement and Plan of Merger (Intermec, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions contemplated under this Agreement shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 2 contracts
Samples: Escrow Agreement (SCG Financial Acquisition Corp.), Agreement and Plan of Merger (SCG Financial Acquisition Corp.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the Other Transactions 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 Parent and Merger Sub, in Parent’s and Merger Sub’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 the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger 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 Parent:: 50
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall and the transactions contemplated by this Agreement will 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 Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PeopleSupport, Inc.), Agreement and Plan of Reorganization (Data Dimensions Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger 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 Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Multi Link Telecommunications Inc), Agreement and Plan of Merger (Cab-Tive Advertising, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, additional conditions (any of which may be waived, in writing, exclusively by Parent:Parent and Merger Sub (it being understood that each such condition is solely for the benefit of Parent and Merger Sub and may be waived in writing without notice, liability or obligation to any other Person)):
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction or written waiver by Parent at or prior to the Closing Date of each Effective Time of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Seagen Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of each Effective Time of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Panera Bread Co), Agreement and Plan of Merger (Krispy Kreme Doughnuts Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc), Agreement and Plan of Merger and Reorganization (Tut Systems Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate and effect the Merger shall be is also subject to the satisfaction satisfaction, or waiver by Parent, at or prior to the Closing Date of each Effective Time of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TomoTherapy Inc), Agreement and Plan of Merger (Accuray Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate and effect the Merger 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 Parent:
Appears in 2 contracts
Samples: Escrow Agreement (MSC Software Corp), Agreement and Plan of Merger (Digital Insight Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to consummate and effect the Merger 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 Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fundtech LTD), Agreement and Plan of Merger and Reorganization (Fundtech LTD)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction satisfaction, at or prior to the Closing Date Date, of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cash Systems Inc), Agreement and Plan of Merger (Global Cash Access Holdings, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The ----------------------------------------------------------------- obligations of Parent and Merger Sub to consummate and effect the Merger 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 Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netopia Inc), Agreement and Plan of Merger (Verisign Inc/Ca)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, additional conditions (any of which may be waived, in writing, exclusively by Parent:):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.), Agreement and Plan of Merger (Coupa Software Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, additional conditions (any of which may be waived, in writing, exclusively by Parent:Parent and Merger Sub):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Select Comfort Corp), Agreement and Plan of Merger (Salesforce Com Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions contemplated 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 ParentParent and Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Business Objects S.A.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be are subject to the satisfaction at or prior (or, to the Closing Date of each extent permitted by Law, waiver) of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American National Group Inc), Agreement and Plan of Merger (Brookfield Asset Management Reinsurance Partners Ltd.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date Merger Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by ParentParent and Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medicinova Inc), Agreement and Plan of Merger (Avigen Inc \De)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations Unless waived by Parent in accordance with Section 8.5, the obligation of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Primus Telecommunications Group Inc), Agreement and Plan of Merger (ARBINET Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions, any of which may be waivedwaived in writing in whole or in part by Parent or Merger Sub to the extent permitted by applicable Law, in writing, exclusively by Parentthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Performance Food Group Co), Agreement and Plan of Merger (Genesco Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The ----------------------------------------------------------------- obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phazar Corp), Agreement and Plan of Merger (Phazar Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Closing and to consummate the Merger and the other transactions to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditionsconditions set forth in this Section 6.3, any of which may be waived, in writing, exclusively by ParentParent in its sole and absolute discretion:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Parent Merger and effect the Merger 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 Parent:
Appears in 1 contract
Samples: Agreement and Plan of Acquisition (Raser Technologies Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by ParentParent and Merger Sub:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The ----------------------------------------------------------------- obligations of Parent and Merger Sub to consummate and effect the Merger and the Transactions 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 Parent:
Appears in 1 contract
Samples: Merger Agreement (Software Com Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub 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 Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Appliedtheory Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing Date of each of the following conditionsEffective Time, any of which may be waived, in writing, exclusively by ParentParent and Merger Sub:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Peregrine Systems Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, additional conditions (any of which may be waived, in writing, exclusively by Parent:Parent (it being understood that each such condition is solely for the benefit of Parent and Merger Sub and may be waived in writing without notice, liability or obligation to any other Person)):
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The ----------------------------------------------------------------- obligations of Parent and Merger Sub to consummate and effect the Merger 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 Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Infospace Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by ParentParent or Merger Sub:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amicus Therapeutics Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and otherwise to consummate 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, conditions (it being understood that any one or more of which the following conditions may be waived, in writing, exclusively waived by Parent:):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect this Agreement and the Merger transactions contemplated 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 Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Covad Communications Group Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other 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 Parent:
Appears in 1 contract
Samples: Agreement And (Safenet Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger 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 Parent:.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Water Pik Technologies Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall and Other Transactions will be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waivedwaived (except as may be prohibited by Law), in writing, exclusively by Parent, in Parent’s sole discretion:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacira Pharmaceuticals, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and otherwise to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditionsconditions (it being understood that (i) any one or more of the following conditions may be waived by Parent and (ii) by proceeding with the Closing, Parent and Merger Sub will be deemed to have waived any of which may be waived, in writing, exclusively by Parent:such conditions that remain unsatisfied):
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate and effect the Merger 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 ParentParent and Merger Sub:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allied Defense Group Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and effect the Merger other transactions contemplated hereby shall be subject to the satisfaction or waiver by Parent at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall will be further subject to the satisfaction satisfaction, at or prior to the Closing Date of each Effective Time, of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novellus Systems Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditionsconditions set forth in this Section 6.2, any of which may be waived, in writing, exclusively by Parent:Parent in its sole and absolute discretion (provided that the Parent Indemnitees shall not be entitled to indemnification with respect to the subject of such waiver in the event the Effective Time occurs):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Greenrose Acquisition Corp.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the Other Transactions 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 Parent, in Parent’s sole discretion:
Appears in 1 contract
Samples: Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, additional conditions (any of which may be waived, in writing, exclusively by Parent:):
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be are subject to the satisfaction at or prior (or, to the extent permitted by Law, waiver in writing) before the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Western Life Group, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub 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 Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tangible Asset Galleries Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub 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 Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mindspeed Technologies, Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by ParentParent and Merger Sub:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ask Jeeves Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date waiver (where permissible under applicable Law) of each of the following conditions, any of which may be waived, waived (in writing, ) exclusively by Parent:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction of Parent and Merger Sub of each of the following conditions at or prior to the Closing Date of each Effective Time, unless Parent, in its sole discretion, waives in writing any of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pharmafrontiers Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be are subject to the satisfaction at or waiver (where permissible under applicable Law) of the following additional conditions on or prior to the Closing Date of each of the following conditionsEffective Time, any of which may be waived, waived exclusively by Parent in writing, exclusively by Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (iClick Interactive Asia Group LTD)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect this Agreement and the Merger transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to consummate and effect the Merger 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 Parent:: 77
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (S1 Corp /De/)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations respective obligation of Parent and Merger Sub to consummate and effect the Merger shall be is subject to the satisfaction at or waiver on or prior to the Closing Date of each Effective Time of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)
Additional Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate and effect the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction at of, or prior to waiver by such parties of, the following conditions on or before the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by ParentDate:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rf Micro Devices Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Absolute Software Corp)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and the Merger Sub to consummate and effect the Merger 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 ParentParent or the Merger Sub:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by ParentParent and Merger Sub:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Green Mountain Coffee Roasters Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which (subject to Section 8.5) may be waived, in writing, exclusively by Parent:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditionsconditions set forth in this Section 6.2, any of which may be waived, in writing, exclusively by ParentParent in its sole and absolute discretion:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Greenrose Acquisition Corp.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other Transactions to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditionsconditions set forth in this Section 6.2, any of which may be waived, in writing, exclusively by ParentParent in its sole and absolute discretion:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Greenrose Acquisition Corp.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, (any of which may be waived, waived by Parent and Merger Sub in writing, exclusively by Parent:in whole or in part):
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction or waiver at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger and the other transactions contemplated hereby and by the Registration Rights Agreement shall be subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing Date of each of the following conditions, any Effective Time (all of which are for the benefit of Parent and Merger Sub and may only be waived, waived by Parent in writing, exclusively by Parent:writing if not satisfied):
Appears in 1 contract
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate and effect the Merger shall be is subject to the satisfaction at or, to the extent permitted by this Agreement and applicable Law, waiver of, on or prior to the Closing Date of each Closing, of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ply Gem Holdings Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction or written waiver (to the extent permitted by applicable Law), at or prior to the Closing Date of each Effective Time, of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medical Nutrition Usa Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate and effect the Merger shall be Transactions are subject to the satisfaction fulfillment at or prior to the Closing Date of each of the following additional conditions, any or all of which may be waived, waived in writing, exclusively writing in whole or part by Parent, to the extent permitted by applicable Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Overland Storage Inc)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Transaction Merger 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 Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Black Ridge Acquisition Corp.)
Additional Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate and effect the Merger also 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 ParentParent and Merger Sub:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Roper Technologies Inc)
