CONDITIONS TO CONSUMMATION OF THE. Merger Conditions to Each Party's Obligations to Effect the Section 5.1. Merger Section 5.2. Conditions to the Obligations of VAC Section 5.3. Conditions to the Obligations of SRC
CONDITIONS TO CONSUMMATION OF THE. MERGER 7.01 Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each of the parties hereto to consummate the Merger is subject to the fulfillment or, to the extent permitted by applicable law, written waiver by the parties hereto prior to the Closing of each of the following conditions: (a)
CONDITIONS TO CONSUMMATION OF THE. Merger Section 5.1. Conditions to each Party's Obligation Section 5.2. Conditions to the Obligations of ETLB Section 5.3. Conditions to the Obligations of PINOAK
CONDITIONS TO CONSUMMATION OF THE. MERGER 47 6.1 Conditions to Obligations of Each Party Under This Agreement 47 6.2 Conditions to Obligations of the Company Under This Agreement 48 6.3 Conditions to Obligations of the Parent and Merger Sub Under This Agreement 48 6.4 Frustration of Closing Conditions 49 ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER 49 7.1 Termination 49 7.2 Effect of Termination 51 7.3 Amendment 54 7.4 Waiver 54 ARTICLE 8 GENERAL PROVISIONS 54 8.1 Non-Survival of Representations and Warranties 54 8.2 Fees and Expenses 54 8.3 Notices 55 8.4 Certain Definitions 56 8.5 Terms Defined Elsewhere 65 8.6 Headings 68 8.7 Severability 68 8.8 Entire Agreement 68 8.9 Assignment 69 8.10 No Third Party Beneficiaries 69 8.11 Mutual Drafting; Interpretation 69 8.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 70 8.13 Counterparts 71 8.14 Specific Performance 71 Exhibit A Form of Certificate of Incorporation of Surviving Corporation Exhibit B Form of Bylaws of the Surviving Corporation AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of February 12, 2015 (this “Agreement”), is made by and among EXPEDIA, INC., a Delaware corporation (the “Parent”), XETA, INC., a Delaware corporation and an indirect wholly owned subsidiary of the Parent (the “Merger Sub”), and ORBITZ WORLDWIDE, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
CONDITIONS TO CONSUMMATION OF THE. MERGER 72 6.1 Conditions to Obligations of Each Party Under This Agreement 72 6.2 Conditions to Obligations of Parent and Merger Sub 73 6.3 Conditions to Obligations of the Company 74 ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER 75 7.1 Termination 75 7.2 Effect of Termination 77 7.3 Amendment 80 7.4 Waiver 80 ARTICLE 8 GENERAL PROVISIONS 80 8.1 Non-Survival of Representations and Warranties 80 8.2 Fees and Expenses 80 8.3 Notices 80 8.4 Certain Definitions 82 8.5 Terms Defined Elsewhere 94 8.6 Headings 98 8.7 Severability 98 8.8 Entire Agreement 99 8.9 Parties in Interest 99 8.10 Assignment 99 8.11 Mutual Drafting; Interpretation 99
CONDITIONS TO CONSUMMATION OF THE. MERGER 48 6.01 Conditions to the Obligations of Each Party 48 6.02 Conditions to Obligations of Merger Sub and Parent 49 ii 6.03 Conditions to Obligation of the Company 50 ARTICLE 7 TERMINATION 51 7.01 Termination by Mutual Consent 51 7.02 Termination by Merger Sub, Parent or the Company 51 7.03 Termination by Merger Sub and Parent 52 7.04 Termination by the Company 52 7.05 Effect of Termination 53 ARTICLE 8 MISCELLANEOUS 53 8.01 Payment of Fees and Expenses 53 8.02 Guarantee 55 8.03 No Survival 55 8.04 Modification or Amendment 55 8.05 Entire Agreement; Assignment 55 8.06 Severability 55 8.07 Notices 56 8.08 Governing Law 57 8.09 Descriptive Headings 57 8.10 Counterparts 57 8.11 Certain Definitions 57 8.12 Specific Performance 58 8.13 Extension; Waiver 58 8.14 Third-Party Beneficiaries 58 8.15 Submission to Jurisdiction 58 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 4, 2006, is entered into by and among Datastream Systems, Inc., a Delaware corporation (the “Company”), Spartan Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Magellan Holdings, Inc., a Georgia corporation (“Parent”).
CONDITIONS TO CONSUMMATION OF THE. MERGER Section 8.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each Party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the Merger shall have been authorized, approved and adopted by the requisite vote of the stockholders of HCI and the shareholders of Rent-Way, and the Amendment and the issuance of the Rent-Way Shares in connection with the Merger shall have been authorized and approved by the requisite vote of the shareholders of Rent-Way, in each case in accordance with Applicable Law. (d) No temporary restraining order, preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. 27 29 (e) Subject to Section 7.12(b), each of HCI and Rent-Way shall have obtained such consents from third parties and Governmental Authorities in addition to the HSR Act as shall be required and which are material to Rent-Way and HCI and to consummation of the transactions contemplated hereby. (f) Each of Rent-Way and HCI shall have received a letter from PricewaterhouseCoopers, LLP dated the Effective Time, addressed to Rent-Way and HCI stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board and that Rent-Way and HCI meet the conditions to qualify for a pooling of interests transaction under opinion No. 16 of the Accounting Principles Board, "Business Combinations," and the related published interpretations of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, and the published rules and regulations of the SEC. (g) Each of Rent-Way and HCI sha...
CONDITIONS TO CONSUMMATION OF THE. MERGER SECTION 7.01. Conditions to Each Party's Obligation to Effect the 25 Merger...................................................... ARTICLE VIII
CONDITIONS TO CONSUMMATION OF THE. MERGER SECTION 6.01 Conditions to Each Party's Obligation to Effect the Merger30 SECTION 6.02 Additional Condition to the Company's Obligation to Effect the Merger.......................................31 SECTION 6.03 Additional Conditions to the Parent's and the Sub's Obligations to Effect the Merger.........................31
CONDITIONS TO CONSUMMATION OF THE. Merger Section 5.1 Conditions to Each Party's Obligations to Effect the Merger 25 Section 5.2 Conditions to the Obligations of PCG 25 Section 5.3.Conditions to the Obligations of HGN. 26
