CONDITIONS TO CONSUMMATION OF THE MERGER 62 Sample Clauses

CONDITIONS TO CONSUMMATION OF THE MERGER 62. Section 5.1 Conditions to Obligations of Each Party under this Agreement 62
Sample 1
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CONDITIONS TO CONSUMMATION OF THE MERGER 62. Section 7.1. Conditions to Each Party’s Obligation to Effect the Merger 62 Section 7.2. Conditions to the Obligation of the Company 63 Section 7.3. Conditions to the Obligations of Parent and Acquisition Sub 64 ARTICLE VIII INDEMNIFICATION 66 Section 8.1. Indemnification by the Equity Holders 66 Section 8.2. Indemnification by Parent 66 Section 8.3. Notice of Claims 67 Section 8.4. Third Party Claims 67 Section 8.5. Distributions From Escrow 68 Section 8.6. Limitations and Requirements 68 ARTICLE IX TERMINATION; AMENDMENT; WAIVER 70 Section 9.1. Termination 70 Section 9.2. Effect of Termination 71 Section 9.3. Fees and Expenses 71 Section 9.4. Amendment 72 Section 9.5. Extension; Waiver 72 ARTICLE X TAX MATTERS 72 Section 10.1. Tax Sharing Agreements 72 Section 10.2. Transfer Taxes 72 ARTICLE XI MISCELLANEOUS 72 Section 11.1. Entire Agreement; Assignment 72 Section 11.2. Validity 73 Section 11.3. Notices 73 Section 11.4. Governing Law 74 Section 11.5. Consent to Jurisdiction 74 Section 11.6. WAIVER OF JURY TRIAL 75 Section 11.7. Parties in Interest 75 Section 11.8. Specific Performance 75 Section 11.9. Counterparts 75 Section 11.10. Negotiation of Agreement 75 Schedule 1.1(b) Proportionate Shares Schedule 2.8(d) Treatment of Options, SARs and the Warrant Schedule 3.1 Organization Schedule 3.2 Subsidiaries Schedule 3.4 Capitalization Schedule 3.5 Governmental Consents and Approvals Schedule 3.6 Litigation Schedule 3.7 Compliance with Laws Schedule 3.8 No Violations Schedule 3.9(a) Owned Real Property Schedule 3.9(b) Leased Real Property Schedule 3.11(b) Liabilities Schedule 3.11(c) SEC Reports Schedule 3.12(c) Tax Returns Schedule 3.12(e) Tax Sharing Agreements Schedule 3.12(f) Jurisdiction Schedule 3.13(a) Employee Benefits Schedule 3.13(g) ERISA Schedule 3.13(i) Employee Welfare Benefit Plan Schedule 3.13(l) Foreign Plans Schedule 3.14 Transactions with Affiliates Schedule 3.15 Assumptions or Guaranties of Indebtedness Schedule 3.16 Loans by the Company Schedule 3.17 Absence of Certain Changes Schedule 3.18(a) Labor Relations Schedule 3.18(b) Employment Contracts Schedule 3.19 Insurance Schedule 3.21 Material Contracts Schedule 3.22 Environmental Matters Schedule 3.23(a) Intellectual Property Schedule 3.23(c) IP Litigation Schedule 3.23(e) IP Systems Schedule 3.24 Government Contracts Schedule 3.25 Compliance re Government Contracts and Bids Schedule 3.26 Internal Controls, Audits and Investigations Schedule 3.29 Customs and International Trade Schedule 3...
Sample 1
CONDITIONS TO CONSUMMATION OF THE MERGER 62. Section 7.1 Conditions to Each Party’s Obligations to Effect the Merger 62 Section 7.2 Conditions to Obligations of Parent and Merger Sub 62 Section 7.3 Conditions to Obligations of the Company 63 Section 7.4 Frustration of Closing Conditions 64 ARTICLE VIII. TERMINATION 64 Section 8.1 Termination 64 Section 8.2 Effect of Termination 66 ARTICLE IX. MISCELLANEOUS 69 Section 9.1 Amendment and Modification; Waiver 69 Section 9.2 Non-Survival of Representations and Warranties 70 Section 9.3 Expenses 70 Section 9.4 Notices 70 Section 9.5 Certain Definitions 72 Section 9.6 Terms Defined Elsewhere 82 Section 9.7 Interpretation 84 Section 9.8 Counterparts 85 Section 9.9 Entire Agreement; Third-Party Beneficiaries 85 Section 9.10 Severability 86 Section 9.11 Governing Law; Jurisdiction 86 Section 9.12 Assignment 86 Section 9.13 Enforcement; Remedies; Specific Performance 87 Section 9.14 Guaranty 87 SCHEDULES SCHEDULE 1.1 Company Knowledge Persons SCHEDULE 1.2 Parent Knowledge Persons SCHEDULE 1.3 Specified Antitrust Authorities SCHEDULE 3.5(b) Form of IIA Undertaking SCHEDULE 5.1 Conduct of Business by the Company Pending the Closing SCHEDULE 5.3 Company Special Meeting SCHEDULE 6.2(g) Antitrust Remedies EXHIBITS EXHIBIT A Form of Voting Agreement AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated March 10, 2019, is by and among NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation (“Guarantor”), and Mellanox Technologies, Ltd, a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
Sample 1
CONDITIONS TO CONSUMMATION OF THE MERGER 62. 7.01 Conditions to the Obligations of Each Party 62
Sample 1
CONDITIONS TO CONSUMMATION OF THE MERGER 62. Section 6.01 Conditions to Obligations of Each Party Under This Agreement 62 Section 6.02 Conditions to Obligations of Parent and Merger Sub 62 Section 6.03 Conditions to Obligation of the Company 64 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER 64 Section 7.01 Termination 64 Section 7.02 Effect of Termination 66 Section 7.03 Amendment 68 Section 7.04 Waiver 68 ARTICLE VIII GENERAL PROVISIONS 68 Section 8.01 Non-Survival of Representations and Warranties 68 Section 8.02 Fees and Expenses 69 Section 8.03 Notices 69 Section 8.04 Certain Definitions 70 Section 8.05 Terms Defined Elsewhere 82 Section 8.06 Headings 84 Section 8.07 Severability 84 Section 8.08 Entire Agreement 84 Section 8.09 Assignment 84 Section 8.10 Parties in Interest 85 Section 8.11 Mutual Drafting; Interpretation 85 Section 8.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 86 Section 8.13 Counterparts 88 Section 8.14 Specific Performance 88 TABLE OF CONTENTS (continued) Page Section 8.15 Guaranty 88 Exhibit A – Certificate of Incorporation of the Surviving Corporation Schedule 8.04 – Knowledge of Parent AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of May 22, 2012 (this “Agreement”), is by and among SAP America, Inc., a Delaware corporation (“Parent”), Angel Expansion Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Ariba, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.04 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
Sample 1

Related to CONDITIONS TO CONSUMMATION OF THE MERGER 62

  • 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 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:

  • 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:

  • 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 Precedent to Consummation of the Distribution Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:

  • 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

  • Consummation of the Transactions Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to cause the Closing to occur upon the terms and conditions set forth herein. FCG shall cooperate with the Investor, and the Investor shall cooperate with FCG, in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required in connection with the consummation of the transactions contemplated by this Agreement, and each party requesting such cooperation shall reimburse the other party's reasonable out-of-pocket expenses in providing such cooperation.

  • Consummation of the Transaction Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its or any of its Affiliates’ businesses, product lines or assets or any interest therein.

  • CONDITIONS TO MERGER Section 6.1. 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 or waiver by each party prior to the Effective Time of the following conditions:

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