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:
Conditions to Merger. 38 Section 7.01 Conditions to Each Party's Obligation To Effect the Merger..............................................38 Section 7.02 Additional Conditions to Obligations of Parent and Sub..39 Section 7.03 Additional Conditions to Obligations of the Company.....40
Conditions to Merger. The obligation of the Constituent Corporations to effect the transactions contemplated hereby is subject to satisfaction of the following conditions (any or all of which may be waived by either of the Constituent Corporations in its sole discretion to the extent permitted by law):
Conditions to Merger. 9.1. Condition to Obligation of Each Party to Effect the Merger. The respective obligations of Parent, Merger Sub and the Company to consummate the transactions contemplated herein are subject to the satisfaction or waiver in writing at or prior to the Effective Time of the following conditions.
Conditions to Merger. 42 9.1. Conditions to the Obligations of Each Party................................................ 42 9.2. Conditions to the Obligations of the Company............................................... 42 9.3. Conditions to the Obligations of Acquiror.................................................. 43
Conditions to Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Closing of the following conditions:
Conditions to Merger. Each party to this Agreement shall use reasonable best efforts to: (a) to the extent within its control, cause all of its representations and warranties contained in this Agreement to be true and correct in all respects on the Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date; (b) take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on it with respect to the Merger (including making all filings and requests in connection with approvals of or filings with any governmental entity as described in Sections 7.7 and 8.7 of this Agreement and furnishing all information required in connection therewith); (c) promptly cooperate with and furnish information to the other parties in connection with any such requirements imposed upon any of them in connection with the Merger; (d) contest any legal proceedings seeking to restrain, enjoin or frustrate the Merger, subject, in the case of ZERO, to the provisions of Section 3.9(c) of this Agreement concerning Superior Proposals; (e) execute any additional documents or instruments and take any additional actions reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement; and (f) take all reasonable actions necessary to obtain (and cooperate with the other parties in obtaining) any consent, authorization, order or approval of, or any exemption by, any governmental entity or other public or private Person, required to be obtained or made by the parties to this Agreement in connection with the Merger or the taking of any action contemplated thereby or by this Agreement.
Conditions to Merger. The Merger shall have received the approval, if such is required by law, of the holders of Shares pursuant to the Delaware General Corporation Law and to the other conditions set forth in Article 7 of the Merger Agreement.
Conditions to Merger. 53 7.1 Conditions to Each Party’s Obligation To Effect the Merger 53 7.2 Additional Conditions to Obligations of the Fund 54 7.3 Additional Conditions to Obligations of the Company 56 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 57 8.1 Termination 57 8.2 Effect of Termination 60 8.3 General Fees and Expenses 60 8.4 Certain Fees and Expenses 60 8.5 Amendment 62 8.6 Extension; Waiver 62 ARTICLE IX MISCELLANEOUS 62 9.1 Nonsurvival of Representations and Warranties 62 9.2 Notices 62 9.3 Entire Agreement 63 9.4 No Third Party Beneficiaries 64 9.5 Assignment 64 9.6 Severability 64 9.7 Counterparts and Signature 64 9.8 Interpretation 64 9.9 Governing Law 65 9.10 Failure or Indulgence Not Waiver; Remedies Cumulative 65 9.11 Remedies 65 9.12 Submission to Jurisdiction 65 9.13 WAIVER OF JURY TRIAL 65 TABLE OF DEFINED TERMS
