Conditions to the Obligations of Merger Sub Sample Clauses

Conditions to the Obligations of Merger Sub. The obligations of Merger Sub to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver by Merger Sub of the following further conditions:
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Conditions to the Obligations of Merger Sub. The obligations of Merger Sub to consummate the Merger are subject to the satisfaction or waiver by Merger Sub of the following further conditions: - the Company will have performed, in all material respects, all of its obligations required under the Merger Agreement to be performed by it at or prior to the Effective Time each of the representations and warranties of the Company contained in the Merger Agreement that are qualified by materiality or by Company Material Adverse Effect will be true and correct, and that are not so qualified will be 55 61 true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date; - Saw Mill, Parent and Merger Sub will have received an opinion of counsel from the Special Committee's legal counsel; - the Surviving Corporation will have obtained the Debt and Preferred Equity Financing on the terms and conditions set forth in the Commitment Letters or otherwise obtained debt and/or equity financing sufficient to complete the Merger and to pay all fees and expenses in connection with the Merger and to provide working capital for the Surviving Corporation; - since December 31, 1998, no event has occurred or will occur which has or which would reasonably be expected to have a Company Material Adverse Effect; - all Company Stock Options will be extinguished and, as of immediately prior to Closing, the Company will have no liability or obligation with respect to any such Company Stock Options; - except as set forth in the Merger Agreement, all outstanding indebtedness for borrowed money of the Company or any of its subsidiaries will be paid in full, any letters of credit of the Company or any of its subsidiaries will be terminated and the Company will have obtained the release of all liens or encumbrances on the capital stock of the Company or any of its subsidiaries and all assets of the Company or any of its subsidiaries securing indebtedness, and the release of all guarantees by the Company or any of its subsidiaries of indebtedness for borrowed money; - the Company will have obtained all consents, authorizations, approvals and waivers from third parties which are necessary in order to enable the completion of the transactions contemplated by the Merger Agreement and the Surviving Corporation to conduct its business in all material respects after the Closing Date on the same basis as it is currently conducted; and - the Dissenting Shares, if any, will not include more than 10% of the...
Conditions to the Obligations of Merger Sub. The obligations of Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions on or prior to the Closing Date:

Related to Conditions to the Obligations of Merger Sub

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Obligations of Merger Sub Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement.

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions of Merger Section 7.1. Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment of all of the following conditions precedent at or prior to the Effective Time:

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Conditions to the Obligations of Buyer The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer:

  • Conditions to the Obligations of the Buyer The obligation of the Buyer to consummate this Agreement and the transactions contemplated hereby is subject to the fulfillment, prior to or at the Closing, of all of the following conditions precedent and the delivery of the following documents:

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