Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Appears in 7 contracts
Samples: Agreement of Merger (Zhone Technologies Inc), Agreement and Plan of Reorganization (Cybercash Inc), Agreement and Plan of Reorganization (Emcon)
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect this Agreement the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived, in writingwhole or in part, to the extent permitted by agreement of all the parties heretoapplicable law:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Ugly Duckling Corp), Agreement and Plan of Merger (Bet Holdings Inc), 2 Agreement and Plan of Merger (Oneil Timothy P)
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby Merger shall be subject to the satisfaction fulfillment or waiver by the Board of Directors of the waiving party (subject to applicable law) at or prior to the Effective Time Date of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Appears in 5 contracts
Samples: Indemnification Agreement (Rhi Holdings Inc), Indemnification Agreement (Fairchild Industries Inc /De/), Indemnification Agreement (Fairchild Corp)
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall, except as hereinafter provided in this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall Section, be subject to the satisfaction at or prior to the Effective Time of each Closing Date of the following conditions, any or all of which may be waived, in writingwhole or in part, to the extent permitted by agreement of all the parties heretoApplicable Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Radio Systems Corp /Ma/), Agreement and Plan of Merger (American Radio Systems Corp /Ma/), Agreement and Plan of Merger (Westinghouse Electric Corp)
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party Party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived, in writingwhole or in part, to the extent permitted by agreement of all the parties heretoApplicable Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Iron Mountain Inc /De), Agreement and Plan of Merger (Iron Mountain Inc /De), Agreement and Plan of Merger (Dauten Kent P)
Conditions to Obligations. of Each Party to Effect the MergerUnder this Agreement. The respective obligations of each party to this Agreement to consummate and effect this Agreement the Merger and the other transactions contemplated hereby herein shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived, in writingwhole or in part, to the extent permitted by agreement of all the parties heretoapplicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nabors Industries Inc), Employment Agreement (Bayard Drilling Technologies Inc)
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party hereto to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived, in writingwhole or in part, to the extent permitted by agreement of all the parties heretoapplicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seneca West Corp), Agreement and Plan of Merger (Harcor Energy Inc)
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived, in writingwhole or in part, to the extent permitted by agreement of all the parties heretoApplicable Law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Radio Systems Corp /Ma/), Agreement and Plan of Merger (American Radio Systems Corp /Ma/)
Conditions to Obligations. of Each Party to Effect the MergerOF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party hereto to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived, in writingwhole or in part, to the extent permitted by agreement of all the parties heretoapplicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacific Rehabilitation & Sports Medicine Inc), Agreement and Plan of Merger (Horizon CMS Healthcare Corp)
Conditions to Obligations. of Each Party to Effect the MergerOF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party hereto to this Agreement to consummate and effect this Agreement the Merger and the other transactions contemplated hereby herein shall be subject to the satisfaction satisfaction, at or prior to the Effective Time of each Closing, of the following conditions, any or all of which may be waived, in writingwhole or in part, to the extent permitted by agreement of all the parties hereto:applicable law: (a)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (El Paso Natural Gas Co), Agreement and Plan of Merger (Newport News Shipbuilding Inc)
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party the parties to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be Merger are subject to the satisfaction satisfaction, at or prior to the Effective Time Closing, of each of the following conditions, conditions (provided that no party may invoke the failure or nonsatisfaction of either such condition if such party’s failure to fulfill any obligation under this Agreement has been a principal cause of which may be waived, or resulted in writing, by agreement the failure or nonsatisfaction of all the parties hereto:such condition):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silicon Graphics International Corp)
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at on or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Appears in 1 contract
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party the Company, Parent, Midco and Merger Sub to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby Merger shall be subject to the satisfaction or waiver, at or prior to the Effective Time of each Time, of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Freedom Acquisition I Corp.)
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall, except as hereinafter provided in this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall Section, be subject to the satisfaction at or prior to the Effective Time of each Closing Date of the following conditions, any or all of which may be -45- 50 waived, in writingwhole or in part, to the extent permitted by agreement of all the parties heretoApplicable Law:
Appears in 1 contract
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect this Agreement the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived, in writingwhole or in part, to the extent permitted by agreement of all the parties hereto:applicable law: (a)
Appears in 1 contract
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions; provided, however, that no party shall refuse to consummate the Merger if a condition is not satisfied as a result of a breach by such party of any agreement, representation, warranty or covenant of which may be waived, in writing, by agreement of all the parties heretosuch party under this Agreement:
Appears in 1 contract
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time Closing of each of the following conditions, any of which to the maximum extent permitted by Law may be waived, waived in writing, by a written agreement of all the Company (for itself and Hold Co) and Parent (for itself and Merger Sub) (each such condition is solely for the benefit of the parties hereto:hereto and may be waived without notice, Liability or obligation to any Person):
Appears in 1 contract
Conditions to Obligations. of Each Party to Effect the MergerOF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to consummate and effect this Agreement the Merger and the other transactions contemplated hereby herein shall be subject to the satisfaction at on or prior to the Effective Time of each Closing Date of the following conditions, any or all of which may be waived, in writingwhole or in part, to the extent permitted by agreement of all the parties heretoapplicable law:
Appears in 1 contract
Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to this Agreement hereto to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Appears in 1 contract
