Conditions to the Merger Termination Sample Clauses

Conditions to the Merger Termination. Section 5.1 Conditions to Obligations of Parent and Acquisition Sub. The obligations of Parent and Acquisition Sub to complete the Closing and effect the Merger are contingent upon the fulfillment of each of the following conditions at or before the Effective Time, except to the extent that Parent may, in its sole and absolute discretion, waive any one or more thereof in whole or in part:
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Conditions to the Merger Termination. Section 6.01. Conditions to the Obligations of Each Party 13 Section 6.02. Termination 13 Section 6.03. Effect of Termination 13 ARTICLE 7 MISCELLANEOUS Section 7.01. Notices 13 Section 7.02. Amendments and Waivers 14 Section 7.03. Binding Effect; Benefit; Assignment 15 Section 7.04. Governing Law 15 Section 7.05. Jurisdiction 15 Section 7.06. WAIVER OF JURY TRIAL 15 Section 7.07. Counterparts; Effectiveness 16 Section 7.08. Entire Agreement 16 Section 7.09. Severability 16 Section 7.10. Specific Performance 16 Section 7.11. Expenses 16 Schedules and Exhibits Schedule 2.03 Pre-IPO Grants and Locked Shares Schedule 3.01 Pre-IPO Capital Contribution Schedule 3.02 Pre-IPO Exchange Schedule 3.03 Example Calculation of IPO Waterfall Exhibit A Forms of Restricted Stock Award Agreements and Deferred Compensation Plan Exhibit B Partnership Agreement Exhibit C Certificate of Incorporation and Bylaws Exhibit D Guarantee Release Agreement Exhibit E Long Term Incentive Plan Exhibit F Forms of Employment, Severance and Lock up Agreements Exhibit G Stockholders Agreement Exhibit H Registration Rights Agreement Exhibit I Directors’ Indemnification Agreement Exhibit J Contribution Agreement REORGANIZATION AGREEMENT REORGANIZATION AGREEMENT (this “Agreement”) dated as of , 2009(1) among Cobalt International Energy, L.P., a Delaware limited partnership (the “Partnership”), Cobalt International Energy, Inc., a Delaware corporation and wholly-owned subsidiary of the Partnership (“Newco”), [Cobalt Merger Subsidiary], a Delaware corporation and wholly-owned subsidiary of Newco (“Merger Subsidiary”), and the other parties signatory hereto.
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Conditions to the Merger Termination 
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Related to Conditions to the Merger Termination

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • CONDITIONS TO THE MERGERS 36 Termination of the Mergers and the Merger Agreement..................... 37

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Legal Conditions to the Merger (a) Subject to the terms hereof, the Company and the Fund shall each use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby and by the Company Stockholders’ Agreement as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company, Acquisition LLC or the Fund or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the Company Stockholders’ Agreement and the consummation of the transactions contemplated hereby and thereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Company Stockholders’ Agreement, and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Company Stockholders’ Agreement. The Company and the Fund shall cooperate with each other in connection with the making of all such filings. The Company and the Fund shall use their respective reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement and the Company Stockholders’ Agreement.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction of the following conditions on or before the Closing Date:

  • 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 PRECEDENT TO THE MERGER The obligations of the Parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Purchase and Sale Termination Events Each of the following events or occurrences described in this Section 8.1 shall constitute a “Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):

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