Conditions of Merger Sample Clauses

Conditions of Merger. Section 7.1. Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment of all of the following conditions precedent at or prior to the Effective Time:

Conditions of Merger. 39 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger................................................. .. 39 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER...................... 39 SECTION 8.1 Termination............................................ .. 39 SECTION 8.2 Effect of Termination.................................... 41 SECTION 8.3 Fees and Expenses........................................ 42 SECTION 8.4 Amendment.............................................. .. 42 SECTION 8.5 Waiver................................................. .. 42 Page ARTICLE IX

Conditions of Merger. Section 8.1 Conditions to Obligations of Each Party to Effect the Mergers 100 Section 8.2 Conditions to Obligations of Parent and the Merger Subs 101 Section 8.3 Conditions to Obligations of the Company 102

Conditions of Merger. 29 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger . 29 ARTICLE VIII

Conditions of Merger. SECTION 3.1

Conditions of Merger. 5.1 Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions: (a) This Agreement and the Merger shall have been approved and adopted by the affirmative vote of a majority of shares held by the stockholders of the Company, as required under the laws of the State of Delaware. (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or be exterminated. (c) No temporary restraining order, preliminary or permanent injunction, judgment or other order, decree or ruling nor any statute, rule, regulation , SEC stop order or other order shall be in effect which would make the acquisition or holding by Parent or its Affiliates of Shares or shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger. 5.2 Conditions Precedent to Parent's and Purchaser's Obligations. In addition to the conditions set forth in Section 5.1, the Parent and Purchaser shall be obligated to perform the acts contemplated for performance by them under Article I only if each of the following conditions is satisfied at or prior to the Closing Date, unless any such condition is waived in writing by Parent and Purchaser: (a) The receipt of cash proceeds of the Financing under the terms and in the amounts set forth pursuant to the terms of the Commitments ("Financing Condition"). (b) The representations and warranties of the Company set forth in Article 2 shall be true and correct as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date specifically set forth in such representation, other than the date hereof, (which shall remain true and correct as of such date). (c) The Company shall have performed and complied (x) in all respects with its covenants under Sections 4.1(ii) and 4.1(iii) and (y) in all material respects, individually or in the aggregate, (without giving duplicative effect to any materiality qualification contained in the applicable obligation) with all other covenants and agreements contained in this Agreement required to be performed or complied with by it on or before the Closing Date. (d) Since the date of this Agreement, there shall not h...

Conditions of Merger. Conditions to Obligation of Each Party to Effect the Merger 45 7.2 Additional Conditions to Obligations of the Company 46 7.3 Additional Conditions to Obligations of the Seller 47

Conditions of Merger. 35 SECTION 6.1 Conditions to Obligation of Each Party to Effect the Merger . . . . . . . . . . . . . . . . 35 SECTION 6.2 Conditions to Obligations of Parent and Sub . . . 36 SECTION 6.3 Conditions to Obligations of the Company . . . . 37

Conditions of Merger. Conditions to Obligation of Each Party to Effect the Merger.................................. 35 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER