Common use of Conditions to Each Party’s Obligation to Effect the Merger Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent and Sub, if permissible under applicable Law) of the following conditions:

Appears in 22 contracts

Samples: Agreement and Plan of Merger (Ipass Inc), Agreement and Plan of Merger (Compliance Systems Corp), Agreement and Plan of Merger (Aquantive Inc)

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Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Merger Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent and Merger Sub, if permissible under applicable Law) of the following conditions:

Appears in 14 contracts

Samples: Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Captaris Inc), Agreement and Plan of Merger (Atlas Energy, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Company to consummate the Merger are subject to the satisfaction (or fulfillment or, to the extent permitted by Applicable Law, waiver by the Company, Parent and Sub, if permissible under applicable Law) the Company of each of the following conditionsfollowing:

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Investment Technology Group, Inc.), Agreement and Plan of Merger (Virtu Financial, Inc.), Agreement and Plan of Merger (PHH Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Sub to consummate effect the Merger are shall be subject to the satisfaction (or written waiver by the Company, Parent Company and SubParent, if permissible under applicable Law) at or prior to the Closing of the following conditions:

Appears in 6 contracts

Samples: Agreement and Plan of Merger (London Adam), Agreement and Plan of Merger (SherpaVentures Fund II, LP), Agreement and Plan of Merger (Trott Byron D)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and the Parent and Subthe Purchaser, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, the Parent and Subthe Purchaser, if permissible under applicable Law) of the following conditions:

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (HeartWare International, Inc.), Agreement and Plan of Merger (Covidien PLC)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent and Sub, if permissible under applicable Law) of the following conditions:

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (China Index Holdings LTD), Agreement and Plan of Merger

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Subthe Purchaser Parties, on the other hand, to consummate the Merger are subject to the satisfaction (or mutual waiver by the Company, Parent Company and Subthe Purchaser Parties, if permissible under applicable Law; provided, that the condition in Section 7.1(a) cannot be waived by any Person, including the Company or the Purchaser Parties in any circumstance) of the following conditions:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Alliance HealthCare Services, Inc), Agreement and Plan of Merger (Telenav, Inc.), Agreement and Plan of Merger (Isramco Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Merger Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent Company and SubParent, if permissible under applicable Law) at or prior to the Closing of the following conditions:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Clark Holdings Inc.), Agreement and Plan of Merger (Novell Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, on the one handCompany Shareholders, and Parent and Sub, on the other hand, Merger Sub to consummate effect the Merger are shall be subject to the satisfaction (or waiver by the Company, Parent and Subwaiver, if permissible under applicable Law) at or prior to the Closing of the following conditions:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Golar LNG LTD), Agreement and Plan of Merger (New Fortress Energy Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Sub to consummate effect the Merger are subject solely to the satisfaction (or waiver by (subject to Section 1.4(c) and where legally permissible) on or prior to the Company, Parent and Sub, if permissible under applicable Law) Effective Time of the following conditions:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Host Marriott Services Corp), Agreement and Plan of Merger (Autogrill Acquisition Co)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or mutual waiver by the Company, Parent and Sub, if permissible under applicable Law; provided that the condition in Section 7.1(a) cannot be waived by any Person, including the Company, Parent or Sub, in any circumstance) of the following conditions:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Books a Million Inc), Agreement and Plan of Merger

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Merger Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent and Merger Sub, if permissible under applicable Law) of the following conditions:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Us Home Systems Inc), Agreement and Plan of Merger (Micrus Endovascular Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Sub to consummate the Merger are subject to the satisfaction (or mutual waiver by the Company, Parent Company and SubParent, if permissible under applicable Law; provided, that the conditions in Section 8.1(a) and Section 8.1(b) cannot be waived by any Person, including the Company, Parent or Merger Sub in any circumstance) of the following conditions:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (China XD Plastics Co LTD), Agreement and Plan of Merger (SORL Auto Parts Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations obligation of each of the Company, on the one handParent Group to effect the Merger, and Parent and Sub, on the other hand, to consummate the Merger are transactions contemplated by this Agreement, is subject to the satisfaction (or waiver (by each of Parent Group or the Company, Parent and Sub, if permissible under at each such party’s sole discretion to the extent permitted by applicable Law, and in any event subject to Section 8.4 herein) at or immediately prior to the Closing of each of the following conditions:: (the “Conditions”):

Appears in 2 contracts

Samples: Merger Agreement (Shift4 Payments, Inc.), Merger Agreement (Shift4 Payments, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Subthe Purchaser Parties, on the other hand, to consummate the Merger are subject to the satisfaction (or mutual waiver by the Company, Parent Company and Subthe Purchaser Parties, if permissible under applicable Law) ;) of the following conditions:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Innoviva, Inc.), Agreement and Plan of Merger (Entasis Therapeutics Holdings Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and SubPurchaser, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent and SubPurchaser, if permissible under applicable Law) as of the Closing of the following conditions:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Packaging Corp of America), Agreement and Plan of Merger (Vocus, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Subthe Merger Subs, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent and Subthe Merger Subs, if permissible under applicable Law) of the following conditions:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PennantPark Floating Rate Capital Ltd.), Agreement and Plan of Merger (MCG Capital Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent the Purchaser and Merger Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent the Purchaser and Merger Sub, if permissible under applicable Law) of the following conditions:

Appears in 1 contract

Samples: Merger Agreement (Hc2 Holdings, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent and Sub, if permissible under applicable Law) at or prior to the Closing of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hertz Global Holdings Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and the Parent and Merger Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, the Parent and Merger Sub, if permissible under applicable Law) of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intersect ENT, Inc.)

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Conditions to Each Party’s Obligation to Effect the Merger. The obligations respective obligation of each of Parent, Merger Subsidiary and the Company, on the one hand, and Parent and Sub, on the other hand, Company to consummate the Merger are is subject to the satisfaction (fulfillment or written waiver by the Company, Parent and Sub, if permissible under applicable Law) the Company prior to the Closing of each of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tucker Anthony Sutro)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each of Parent, the Company, on Merger Subsidiary and the one hand, and Parent and Sub, on the other hand, Company to consummate the Merger are is subject to the satisfaction (fulfillment or written waiver by the Company, Parent and Sub, if permissible under applicable Law) the Company prior to the Closing of each of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Merger Sub, on the other hand, to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction (or waiver by the Company, Parent and Merger Sub, if permissible under applicable Law) of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intermec, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations respective obligation of each of Parent, the Company, on Merger Subsidiary and the one hand, and Parent and Sub, on the other hand, Company to consummate the Merger are is subject to the satisfaction (fulfillment or written waiver by the Company, Parent and Sub, if permissible under applicable Law) the Company prior to the Closing of each of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dain Rauscher Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Merger Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent and Merger Sub, if permissible under applicable Law) of each of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cardiac Science CORP)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent and Merger Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent and Merger Sub, if permissible under applicable Law) at or prior to the Closing of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rock of Ages Corp)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, on the one hand, and Parent and Sub, on Merger Sub to effect the Merger and the other hand, to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the Company, Parent and Sub, if permissible under applicable Law) of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kendle International Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations respective obligation of each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, to effect the Merger and to consummate the Merger are other transactions contemplated hereby is subject to the satisfaction (or waiver by the Company, Company (at the direction of the Company Special Committee) and Parent and Sub, if permissible under applicable Law) on or prior to the Effective Time of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Apple REIT Ten, Inc.)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations respective obligation of the CompanyParent, on the one hand, Merger Sub and Parent and Sub, on the other hand, Seller to consummate the transactions contemplated by this Merger are Agreement is subject to the satisfaction (fulfillment or written waiver by Parent, Merger Sub and/or Seller, as applicable, prior to the Company, Parent and Sub, if permissible under applicable Law) Effective Time of each of the following conditions:

Appears in 1 contract

Samples: Merger Agreement (Ii-Vi Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Company, the Company OP and Merger Sub, on the one hand, and Parent and SubHR, on the other hand, to consummate effect the Merger are subject to the satisfaction (or, to the extent permitted by Law, mutual waiver at or waiver by prior to the Company, Parent and Sub, if permissible under applicable Law) Closing of each of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Healthcare Realty Trust Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of Parent, Merger Sub and the Company, on the one hand, and Parent and Sub, on the other hand, Company to consummate effect the Merger are subject to the satisfaction (or waiver by the Company, both Parent and Subthe Company or the satisfaction, if permissible under applicable Law) on or prior to the Closing Date, of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Oil & Gas Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations respective obligation of each of Parent, Sub and the Company, on the one hand, and Parent and Sub, on the other hand, Company to consummate the Merger are is subject to the satisfaction (fulfillment or written waiver by Parent, Sub and the Company, Parent and Sub, if permissible under applicable Law) Company prior to the Effective Time of each of the following conditions:: (a)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ag-Chem Equipment Co Inc)

Conditions to Each Party’s Obligation to Effect the Merger. The obligations of the Company, on the one hand, and Parent Purchaser and Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent Purchaser and Sub, if permissible under applicable Law; provided that the condition in Section 7.1(b), if applicable, cannot be waived by any Person, including the Company, Purchaser or Sub) of the following conditions:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Playboy Enterprises Inc)

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