CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 7.1 Conditions to the Obligations of Each Party. The respective obligation of each party to effect the Merger is subject to the satisfaction at or prior to the Closing Date of each of the following conditions:
CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 7.1 Conditions to Each Party's Obligation to Consummate the Merger. The respective obligations of each party to consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, except that, to the extent permitted by applicable law, such conditions may be waived in writing pursuant to Section 9.5 hereof by the joint action of the parties hereto; provided, however, that the condition specified in Section 7.1(f) may be waived only by a written instrument executed by the parties hereto and by Steag:
CONDITIONS TO THE CONSUMMATION OF THE MERGER. (see page 154) To complete the merger, Cleveland BioLabs stockholders must approve Proposal No. 1. Cytocom’s stockholders adopted the Merger Agreement and approved the merger and the additional transactions contemplated thereby by written consent immediately after the signing of the Merger Agreement. Additionally, each of the other closing conditions set forth in the Merger Agreement must be satisfied or waived.
CONDITIONS TO THE CONSUMMATION OF THE MERGER. The respective obligations of each party to effect the Merger are subject to the satisfaction on or prior to the Effective Time of the following conditions: (i) Purchaser must make, or cause to be made, the Offer and must purchase, or cause to be purchased, the Shares tendered pursuant to the Offer; (ii) the Merger and the Merger Agreement must be approved and adopted by the requisite vote of the stockholders of the Company, if required by the DGCL or the Company's Second Amended and Restated Certificate of Incorporation; (iii) no statute, rule, regulation, judgment, writ, decree, order or injunction has been promulgated, enacted, entered or enforced, and no other action has been taken, by any Governmental Entity that in any of the foregoing cases has the effect of making illegal or directly or indirectly restraining, prohibiting or restricting the consummation of the Merger. The obligations of Parent and Purchaser to effect the Merger are further subject to the satisfaction on or prior to the Effective Time of the following additional conditions: (i) the representations and warranties of the Company set forth in the Merger Agreement (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) are true and correct, except where such inaccuracies (considered collectively) would not be reasonably likely to have a Material Adverse Effect, in each case as if such representations and warranties were made at the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date); (ii) the Company has performed in all material respects all obligations and complied in all material respects with all agreements and covenants of the Company to be performed or complied with by it under the Merger Agreement at or prior to the Effective Time; and (iii) all governmental consents, orders and approvals required for the consummation of the Merger have been obtained and are in effect.
CONDITIONS TO THE CONSUMMATION OF THE MERGER. 46 Section 6.1 Conditions to the Obligations of Each Party 46 Section 6.2 Conditions to the Obligation of the Company 46 Section 6.3 Conditions to the Obligation of the Parent and the Merger Subsidiary 47 Section 6.4 Frustration of Closing Conditions 47 ARTICLE VII TERMINATION 48 Section 7.1 Termination 48 Section 7.2 Effect of Termination 50 Section 7.3 Fees and Expenses 50 Section 7.4 Other Company Termination Fee and Expense Reimbursement Matters 51 Section 7.5 Parent Termination Fee. 52 ARTICLE VIII MISCELLANEOUS 52 Section 8.1 Nonsurvival of Representations 52 Section 8.2 Specific Performance 53 Section 8.3 Successors and Assigns 53 Section 8.4 Amendment 53 Section 8.5 Severability 53 Section 8.6 Extension of Time; Waiver 53 Section 8.7 Counterparts 53 Section 8.8 Descriptive Headings 54 Section 8.9 Notices 54 Section 8.10 No Third-Party Beneficiaries 55 Section 8.11 Entire Agreement 55 Section 8.12 Construction 55 Section 8.13 Governing Law 56 EXHIBITS Exhibit A - Form of Surviving Corporation Articles of Incorporation Exhibit B - Form of Surviving Corporation Bylaws TABLE OF DEFINED TERMS Defined Term Section
CONDITIONS TO THE CONSUMMATION OF THE MERGER. Pursuant to the Merger Agreement, the respective obligations of Parent, the Purchaser and the Company to consummate the Merger are subject to the satisfaction or waiver, where permissible, before the Effective Time of the following conditions: (i) unless the Merger is consummated as contemplated by Section 14A:10-5.1 of the NJBCA, the Plan of Merger contained in the Merger Agreement will have been approved by the affirmative vote of the shareholders of the Company as required by and in accordance with applicable law, (ii) all necessary waiting periods under the HSR Act applicable to the Merger will have expired or been terminated, (iii) the consummation of the Merger will not be prohibited, restricted or made illegal by any statute, rule, regulation, executive order, judgment, decree or injunction of a court or any Governmental Entity (provided that each party will use all reasonable efforts to have any such prohibition lifted) and (iv) the Purchaser will have accepted for purchase and paid, or cause to be paid, for the Shares tendered pursuant to the Offer.
CONDITIONS TO THE CONSUMMATION OF THE MERGER. ..36 Section 7.1 Conditions to the Obligations of Each Party............36 Section 7.2 Conditions to the Obligation of the Company............36 Section 7.3 Conditions to the Obligation of the Parent Corporation and the Acquisition Corporation........................37 Section 7.4 Frustration of Closing Conditions......................37 ARTICLE 8 TERMINATION, AMENDMENT AND WAIVER...........................37 Section 8.1 Termination............................................37 Section 8.2 Effect of Termination..................................38 Section 8.3 Termination Fee........................................39
CONDITIONS TO THE CONSUMMATION OF THE MERGER. 6.1 Conditions to the Obligations of Each Party. The respective obligations of Parent, Parent Stockholder, Merger Sub and the Company to consummate the Merger are subject to the satisfaction or waiver, on or prior to the Closing Date, of each of the following conditions: (a)
CONDITIONS TO THE CONSUMMATION OF THE MERGER. Pursuant to the Merger Agreement, the parties' obligations to consummate the Merger are subject to the satisfaction or waiver, where permissible, before the Effective Time of the following conditions: - unless the Merger is consummated as contemplated by Section 253 of the DGCL, the Plan of Merger contained in the Merger Agreement will have been approved by the affirmative vote of the Stockholders of the Company as required by and in accordance with applicable laws and regulations, - the consummation of the Merger will not be prohibited, restricted or made illegal by any statute, rule, regulation, executive order, judgment, decree or injunction of a court or a governmental entity, - all consents, authorizations, orders and approvals of (or filings or registrations with) any governmental entity required in connection with the execution, delivery and performance of the Merger Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not make the Merger illegal or have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined below); and - the Purchaser will have accepted for purchase and paid, or cause to be paid, for the Shares tendered pursuant to the Offer.
CONDITIONS TO THE CONSUMMATION OF THE MERGER
