Conditions to Obligation of Parent and Merger Sub Clause Samples
The 'Conditions to Obligation of Parent and Merger Sub' clause defines the specific requirements that must be satisfied before the parent company and its merger subsidiary are legally required to complete the merger transaction. Typically, these conditions may include obtaining necessary regulatory approvals, the absence of material adverse changes, or the fulfillment of certain covenants by the other party. By clearly outlining these prerequisites, the clause ensures that the parent and merger sub are not bound to proceed unless all agreed-upon conditions are met, thereby protecting them from unforeseen risks or obligations.
Conditions to Obligation of Parent and Merger Sub. The respective obligation of Parent and Merger Sub to consummate the Merger is also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction or waiver (where permissible by applicable Law) by Parent on or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the FT Stockholders and the Company set forth in ARTICLE IV of this Agreement shall be true and correct in all material respects (without giving effect to any limitation indicated by the words “Material Adverse Effect,” “in all material respects,” “in any material respect,” “material,” or “materially”) when made and as of immediately prior to the Effective Time, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all material respects as of that date).
(b) The FT Stockholders and the Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants in this Agreement required to be performed by or complied with by them at or prior to the Closing.
(c) Since the date of this Agreement, there shall not have been any Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.
(d) The FT Stockholders and the Company shall have delivered, or caused to be delivered, to Parent at the Closing, the closing deliveries described in Section 1.8(c).
(e) Parent shall have completed and be satisfied with its financial due diligence of the Company and its Subsidiaries (including without limitation preparation of the Company Audited Financial Statements and Parent being satisfied with the results thereof).
(f) As of the Closing, the Company shall have no Indebtedness other than trade payables that are not past due and have been incurred in the Ordinary Course of Business.
(g) Parent shall have received the Financing on terms satisfactory to it.
(h) Parent and Merger Sub shall have received the Closing Statement and shall be reasonably satisfied that, as of the Closing, the Working Capital Ratio shall be not less than 1:1 and the Company shall have free and unrestricted cash of not less than $500,000.00.
(i) Parent and Merger Sub shall have received verification satisfactory to them that the Company has paid or made arrangements sa...
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and ▇▇▇▇▇▇ Sub to consummate the transactions to be performed by ▇▇▇▇▇▇ and Merger Sub in connection with the Closing is subject to the satisfaction of each of the following conditions as of the Closing:
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the transactions to be performed by each in connection with the Closing is subject to satisfaction of the following conditions, any or all of which Parent or Merger Sub may waive if it executes a writing so stating at or prior to the Closing.
(a) This Agreement and the Merger shall have received the Requisite Stockholder Approval of Company;
(b) the representations and warranties set forth in Article VII above shall be true and correct in all material respects at and as of the Closing Date;
(c) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(d) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; or, (iii) affect adversely the right of the Surviving Corporation to own the former assets and to operate the former businesses of Merger Sub (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(e) this Agreement and the Merger shall have received the Requisite Stockholder Approval of Merger Sub; and
(f) all actions to be taken by Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Parent and Merger Sub.
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Sale Transaction shall be subject to the fulfillment at the Closing Date of the following additional conditions, any one or more of which may be waived by Parent and Merger Sub:
(a) The Company shall have performed in all material respects the covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date;
(b) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties expressly stated to relate to a specific date, in which case the failure of such representations and warranties to be true and correct in all material respects as of such earlier date); For purposes of SECTION 9.2(B):
Conditions to Obligation of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent, on behalf of itself and Merger Sub) of the following further conditions:
(a) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it prior to the Closing.
(b) (i) The representations and warranties of the Company contained in Section 3.05(a), (b) and (c) (other than de minimis exceptions) and Section 3.07(a)(ii) shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time); (ii) 3.01, 3.02, 3.04(a) and 3.22 (in each case, disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time); (iii) the other representations and warranties of the Company contained in this Agreement (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time), in the case of this clause (iii), with only such exceptions as would not, individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect; and the representations and warranties of the Equityholders’ Representative contained in Section 11.01(f) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time).
(c) As of the Closing Date, the Tangible Book Value is not less than $400,000,000 and as of the Closing Date, the Subordinated Debt is not more than the Subordinated Debt Limit....
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following additional conditions:
(a) the representations and warranties of the Company and the Company Stockholders contained in this Agreement, regardless of whether such representations or warranties arise under Articles II or III hereof or pursuant to another provision of this Agreement, shall be true and correct in all material respects, except that representations and warranties qualified by materiality or "Company Material Adverse Effect" shall be true in all respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, and those not qualified by materiality or Company Material Adverse Effect shall be true in all respects, on and as of such earlier date);
Conditions to Obligation of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent, on behalf of itself and Merger Sub) of the following further conditions:
(a) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it prior to the Closing.
(b) (i) The representations and warranties of the Company contained in Section 3.05(a), (b) and (c) (other than de minimis exceptions) and Section 3.07(a)(ii) shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time); (ii) 3.01, 3.02, 3.04(a) and 3.22 (in each case, disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time); (iii) the other representations and warranties of the Company contained in this Agreement (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time), in the case of this clause (iii), with only such exceptions as would not, individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect; and the representations and warranties of the Equityholders’ Representative contained in Section 11.01(f) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time).
(c) As of the Closing Date, the Tangible Book Value is not less than $400,000,000 and as of the Closing Date, the Subordinated Debt is not more than the Subordinated Debt Limit....
Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following additional conditions:
(a) the representations and warranties of the Company and the Company Stockholders contained in this Agreement, regardless of whether such representations or warranties arise under Articles II or III hereof or pursuant to another provision of this Agreement, shall be true and correct in all material respects, except that representations and warranties qualified by materiality or "Company Material Adverse Effect" shall be true in all respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, and those not qualified by materiality or Company Material Adverse Effect shall be true in all respects, on and as of such earlier date);