CONDITIONS TO CONSUMMATION OF THE MERGER   58 Sample Clauses

CONDITIONS TO CONSUMMATION OF THE MERGER   58. 6.1 Conditions to Obligations of Each Party Under This Agreement 58
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CONDITIONS TO CONSUMMATION OF THE MERGER   58. Section 7.1 Conditions to Each Party’s Obligations to Effect the Merger 58 Section 7.2 Conditions to Obligations of the Parent Parties 59 Section 7.3 Conditions to Obligations of the Company Parties 60 TABLE OF CONTENTS (continued) Page ARTICLE VIII TERMINATION 61 Section 8.1 Termination 61 Section 8.2 Effect of Termination 62 ARTICLE IX MISCELLANEOUS 63 Section 9.1 Amendment and Modification; Waiver 63 Section 9.2 Non-Survival of Representations and Warranties 64 Section 9.3 Expenses 64 Section 9.4 Notices 64 Section 9.5 Certain Definitions 64 Section 9.6 Terms Defined Elsewhere 73 Section 9.7 Interpretation 75 Section 9.8 Counterparts 75 Section 9.9 Entire Agreement; Third-Party Beneficiaries 76 Section 9.10 Severability 76 Section 9.11 Governing Law; Jurisdiction 76 Section 9.12 Waiver of Jury Trial 76 Section 9.13 Assignment 77 Section 9.14 Enforcement; Remedies 77 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of January 2, 2019, is by and among Omega Healthcare Investors, Inc., a Maryland corporation (“Parent”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Parent Operating Partnership” and, together with Parent, the “Parent Parties”), MedEquities Realty Trust, Inc., a Maryland corporation (the “Company”), MedEquities OP GP, LLC, a Delaware limited liability company and the sole general partner of the Company Operating Partnership (the “Company General Partner”), and MedEquities Realty Operating Partnership, LP, a Delaware limited partnership (the “Company Operating Partnership” and, collectively with the Company and the Company General Partner, the “Company Parties”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, the Parent Operating Partnership, the Company, the Company General Partner and the Company Operating Partnership are each individually referred to herein as a “Party” and collectively as the “Parties.”
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Related to CONDITIONS TO CONSUMMATION OF THE MERGER   58

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • CONDITIONS TO CONSUMMATION Section 5.1. Conditions to Each Party's Obligations. The respective -------------------------------------- obligations of each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions:

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • CONDITIONS TO THE MERGERS 36 Termination of the Mergers and the Merger Agreement..................... 37

  • CONDITIONS TO MERGER Section 7.01 Conditions to Each Party's Obligation To Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions:

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Conditions Precedent to Obligations to Consummate 9.1 Conditions to Obligations of Each Party. The respective obligations of each Party to perform this Agreement and to consummate the Merger are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6 of this Agreement:

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

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