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:
Appears in 72 contracts
Samples: Agreement and Plan of Merger (Correctional Services Corp), Agreement and Plan of Merger (Alibaba Group Holding LTD), Agreement and Plan of Merger (Lj International Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger are is also subject to the satisfaction satisfaction, or waiver (where permissible) by Parent, at or prior to the Effective Time of the following additional conditions:
Appears in 42 contracts
Samples: Agreement and Plan of Merger (Zevra Therapeutics, Inc.), Voting Agreement (Vanguard Health Systems Inc), Agreement and Plan of Merger (Harbin Electric, Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are will be subject to the satisfaction or waiver (where permissiblepermissible pursuant to applicable Law) at or prior to the Effective Time of each of the following additional conditions, any of which may be waived exclusively by Parent:
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Us Xpress Enterprises Inc), Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Knight-Swift Transportation Holdings Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are will be subject to the satisfaction or waiver (where permissiblepermissible pursuant to applicable law) prior to the Effective Time of each of the following additional conditions, any of which may be waived exclusively by Parent:
Appears in 16 contracts
Samples: Agreement and Plan of Merger (RealPage, Inc.), Agreement and Plan of Merger (Omnicomm Systems Inc), Agreement and Plan of Merger (Monotype Imaging Holdings Inc.)
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 permissiblepermissible under applicable Law) of the following additional conditionsconditions at or prior to the Closing Date:
Appears in 13 contracts
Samples: Agreement and Plan of Merger (WuXi PharmaTech (Cayman) Inc.), Agreement and Plan of Merger (Shanda Games LTD), Agreement and Plan of Merger (Zhang Ray Ruiping)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are shall be subject to the satisfaction or waiver (where permissible) prior to the Effective Time of each of the following additional conditions, any of which may be waived exclusively by Parent:
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Xcerra Corp), Agreement and Plan of Merger (American Commercial Lines Inc.), Agreement and Plan of Merger (Cohu Inc)
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) by Parent on or prior to the Closing Date of the following additional further conditions:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Luxottica Group Spa), Ii Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Jarden Corp)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are will be subject to the satisfaction or waiver (where permissiblepermissible pursuant to applicable Law) prior to the Effective Time of each of the following additional conditions, any of which may be waived exclusively by Parent:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Tufin Software Technologies Ltd.), Agreement and Plan of Merger (STAMPS.COM Inc)
Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger and to consummate the Merger other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver (where permissible) by Parent, at or prior to the Effective Time, of the following additional conditions:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Inland Real Estate Corp), Agreement and Plan of Merger (Fuel Systems Solutions, Inc.), Agreement and Plan of Merger (Westport Innovations Inc)
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 (or, to the extent permitted by Applicable Law, waiver (where permissibleby Parent) of the following additional further conditions:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Chiasma, Inc), Shareholders Agreement (Mobile Mini Inc), Agreement and Plan of Merger (E Trade Financial Corp)
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 valid waiver (where permissible) of the following additional further conditions:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Laureate Education, Inc.), Agreement and Plan of Merger (Kerzner International LTD), Agreement and Plan of Merger (Station Casinos Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger are is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver by Parent, at or waiver (where permissible) prior to Closing, of the following additional conditions:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Agreement and Plan of Merger (Alaska Communications Systems Group Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction at or waiver (where permissible) prior to the Effective Time of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent and Merger Sub:
Appears in 9 contracts
Samples: Agreement and Plan of Merger and Reorganization (Supergen Inc), Agreement and Plan of Merger (Foxhollow Technologies, Inc.), Agreement and Plan of Merger (Solta Medical Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are shall be subject to the satisfaction (or waiver (by Parent where permissiblepermissible pursuant to applicable Law) at or prior to the Effective Time of each of the following additional conditions:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (On Deck Capital, Inc.), Agreement and Plan of Merger (Quotient Technology Inc.), Agreement and Plan of Merger (Enova International, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are and the other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver (where permissible) prior to the Effective Time of each of the following additional conditions, any of which may be waived exclusively by Parent:
Appears in 8 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Lumenis LTD), Agreement and Plan of Merger (Mazor Robotics Ltd.)
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 further conditions:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Cable One, Inc.), Agreement and Plan of Merger (Netiq Corp), Agreement and Plan of Merger (GXS Corp)
Conditions to the Obligations of Parent and Merger Sub. The In addition to the conditions set forth in Section 7.1, the respective obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver (where permissible) by Parent at or prior to the Merger Closing Date of the following additional further conditions:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Bally Technologies, Inc.), Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (WPX Energy, Inc.)
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 written waiver (where permissiblepermissible under applicable Law) at or prior to the Effective Time of the following additional conditions:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Asv Holdings, Inc.), Agreement and Plan of Merger and Reorganization (World Heart Corp), Agreement and Plan of Merger (Johnson & Johnson)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger are shall be subject to the satisfaction at or waiver (where permissible) prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent and Merger Sub:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Quantumsphere, Inc.), Agreement and Plan of Merger (Quantumsphere, Inc.), Agreement and Plan of Merger (Quantumsphere, Inc.)
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 permissibleby Parent and Merger Sub) of the following additional further conditions:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Captaris Inc), Agreement and Plan of Merger (Western Digital Corp)
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:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Chase Corp), Agreement and Plan of Merger (Washington Dennis R), Agreement and Plan of Merger (Tribune Publishing Co)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated hereby shall be subject to the satisfaction at or waiver (where permissible) prior to the Effective Time of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent:
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Planar Systems Inc), Agreement and Plan of Merger (Evolving Systems Inc), Agreement and Plan of Merger (Fusion-Io, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The respective obligations of the Parent Parties to effect the Merger and Merger Sub to consummate the Merger other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver (where permissible) by Parent, at or prior to the Effective Time, of the following additional conditions:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cole Real Estate Investments, Inc.), Agreement and Plan of Merger (Signature Office Reit Inc), Agreement and Plan of Merger (Griffin Capital Essential Asset REIT, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The respective obligations of the Parent Parties to effect the Mergers and Merger Sub to consummate the Merger other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver (where permissible) by Parent, at or prior to the Effective Time, of the following additional conditions:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (American Realty Capital Trust IV, Inc.), Agreement and Plan of Merger (American Realty Capital Healthcare Trust Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are shall be subject to the satisfaction or waiver (where permissiblepermissible pursuant to applicable Law) at or prior to the Effective Time of each of the following additional conditions, any of which may be waived exclusively by Parent:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Zymergen Inc.), Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Mandiant, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver (where permissible) by Parent at or prior to the Effective Time of the following additional conditions:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Entellus Medical Inc), Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (K2m Group Holdings, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other Transactions are subject to the satisfaction or written waiver (where permissiblepermissible under applicable Law) at or prior to the Effective Time of the following additional conditions:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (NewQuest Asia Fund I, L.P.), Agreement and Plan of Merger (Le Gaga Holdings LTD), Agreement and Plan of Merger (Sequoia Capital China I Lp)
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 permissiblepermissible under applicable Law) of the following additional conditions:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Epocrates Inc), Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Athenahealth Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are and the other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver (where permissible) prior to the Effective Time of each of the following additional conditions, any of which may be waived in writing exclusively by Parent:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Attunity LTD), Agreement and Plan of Merger (NeuroDerm Ltd.), Agreement and Plan of Merger (Elbit Vision Systems LTD)
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) ), at or prior to the Effective Time, of the following additional conditionsconditions at or prior to the Effective Time:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nuco2 Inc /Fl), Agreement and Plan of Merger (Horowitz Seth), Agreement and Plan of Merger (Everlast Worldwide Inc)
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) at or prior to the Closing Date of the following additional conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (SeaBright Holdings, Inc.), Agreement and Plan of Merger (E-House (China) Holdings LTD), Agreement and Plan of Merger (Mindray Medical International LTD)
Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger are shall be further subject to the satisfaction satisfaction, or to the extent not prohibited by Applicable Law, waiver (where permissible) of, as of the Closing, of each of the following additional conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (General Mills Inc), Agreement and Plan of Merger (Tumi Holdings, Inc.), Agreement and Plan of Merger (Fitbit, Inc.)
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:
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Netopia Inc), Agreement and Plan of Merger and Reorganization (Actuate Corp), Agreement and Plan of Merger and Reorganization (Sonicwall Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction (or written waiver (where permissibleby Parent, if permissible under applicable Law) on or prior to the Closing Date of the following additional conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Alere Inc.), Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Momentive Performance Materials Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger are is subject to the satisfaction satisfaction, at or waiver (where permissible) prior to Closing, of the following additional conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bancinsurance Corp), Agreement and Plan of Merger (Parexel International Corp), Agreement and Plan of Merger (RMG Networks Holding Corp)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are is also subject to the satisfaction satisfaction, or waiver (where permissible) by Parent and Merger Sub, at or prior to the Effective Time of the following additional conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (PSS World Medical Inc), Agreement and Plan of Merger (Syniverse Technologies Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger are is also subject to the satisfaction (or waiver (where permissible) in writing if permissible under applicable Law), at or prior to the Effective Time, of the following additional conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (SMURFIT-STONE CONTAINER Corp), Agreement and Plan of Merger (Digital Cinema Destinations Corp.), Agreement and Plan of Merger (Rock-Tenn CO)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction (or written waiver (where permissibleby Parent, if permissible under applicable Law) on or prior to the Closing Date of the following additional conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Akorn Inc), Agreement and Plan of Merger (Buckeye Partners, L.P.), Agreement and Plan of Merger (Fresenius SE & Co. KGaA)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are and the Transactions shall be subject to the satisfaction or waiver (where permissible) prior to the Effective Time of each of the following additional conditions, any of which may be waived exclusively by Parent:
Appears in 4 contracts
Samples: Agreement (Sugarmade, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver (where permissible) by Parent at or prior to the Effective Time of the following additional further conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Thestreet, Inc.), Agreement and Plan of Merger (theMaven, Inc.), Agreement and Plan of Merger (Team Health Holdings Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other Transactions are subject to the satisfaction or written waiver (where permissiblepermissible under applicable Law) at or prior to the Closing Date of the following additional conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (ChinaEquity USD Fund I L.P.), Agreement and Plan of Merger (SKY-MOBI LTD), Agreement and Plan of Merger (Cnshangquan E-Commerce Co., Ltd.)
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:further conditions (any one of which may be waived in whole or part by Parent in its sole discretion by giving written notice to the Company in compliance with Section 10.1 hereof):
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cytyc Corp), Agreement and Plan of Merger (Cytyc Corp), Agreement and Plan of Merger (Teradyne, Inc)
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 written waiver (where permissible) by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following additional further conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Doma Holdings, Inc.), Agreement and Plan of Merger (Doma Holdings, Inc.), Agreement and Plan of Merger (Inovalon Holdings, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction at or waiver (where permissible) prior to the Effective Time of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent, Merger Sub or the Surviving Corporation:
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Mediscience Technology Corp), Agreement of Merger (Inferx Corp), Agreement and Plan of Reorganization (Inferx Corp)
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 satisfaction, at or waiver (where permissible) prior to the Closing, of the following additional conditions:conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Polycom Inc), Agreement and Plan of Merger (Mitel Networks Corp), Agreement and Plan of Merger (Polycom Inc)
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 in writing (where permissible) as of the Closing of the following additional conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Gevity Hr Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are also subject to the satisfaction or waiver (where permissible) by Parent on or prior to the Closing Date of the following additional conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Skywest Inc), Agreement and Plan of Merger (Mariner Energy Inc), Agreement and Plan of Merger (Expressjet Holdings Inc)
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 satisfaction, at or waiver (where permissible) prior to the Closing, of the following additional further conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Care.com Inc), Agreement and Plan of Merger (Eresearchtechnology Inc /De/), Agreement and Plan of Merger (Mellanox Technologies, Ltd.)
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 further conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Petco Animal Supplies Inc), Agreement and Plan of Merger (Penn National Gaming Inc), Agreement and Plan of Merger and Reorganization (About Com Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger Contemplated Transactions are subject to the satisfaction fulfillment at or waiver (where permissible) prior to the Closing of each of the following additional conditions:conditions (any or all of which may be waived in whole or in part by Parent):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ideanomics, Inc.), Agreement and Plan of Merger (Ideanomics, Inc.), Agreement and Plan of Merger (Ideanomics, Inc.)
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) in writing of the following additional conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bright Horizons Family Solutions Inc), Agreement and Plan of Merger (PRA International), Agreement and Plan of Merger (PRA International)
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 written waiver (where permissiblepermissible under applicable Law) at or prior to the Effective Time of each of the following additional conditions:
Appears in 3 contracts
Samples: Merger Agreement (Dow Chemical Co /De/), Merger Agreement (Olin Corp), Agreement and Plan of Merger (LogMeIn, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction at or prior to the Effective Time or waiver (where permissible) of the following additional further conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Peregrine Systems Inc), Agreement and Plan of Merger (Sands Regent), Agreement and Plan of Merger (Herbst Gaming Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger are is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, on or waiver (where permissible) prior to the Closing, of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Leaf Group Ltd.), Agreement and Plan of Merger (Diversicare Healthcare Services, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:
Appears in 2 contracts
Samples: Business Combination Agreement (New Beginnings Acquisition Corp.), Merger Agreement and Plan of Reorganization (Mana Capital Acquisition Corp.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction (or waiver (where permissibleby Parent in its sole discretion) of the following additional further conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Steel Corp), Agreement and Plan of Merger (Lone Star Technologies Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the Subsequent Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:further conditions (any or all of which may be waived by Parent and Merger Sub in whole or in part to the extent permitted by Applicable Law):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (Oaktree Capital Group, LLC)
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) at or prior to the Effective Time of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synutra International, Inc.), Agreement and Plan of Merger (Stonemor Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are is subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver (where permissibleby Parent) of the following additional further conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Celgene Corp /De/), Agreement and Plan of Merger (Bristol Myers Squibb Co)
Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger are is subject to the satisfaction satisfaction, or, to the extent permitted by Applicable Law, waiver by Parent of, on or waiver (where permissible) prior to the Closing, of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jack in the Box Inc /New/), Agreement and Plan of Merger (Del Taco Restaurants, Inc.)
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 permissiblepermissible under applicable Law) of the following additional conditionsconditions at or prior to the Effective Time:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (China Mobile Games & Entertainment Group LTD), Merger Agreement (Avolon Holdings LTD)
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) at or prior to the Closing of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imco Recycling Inc), Agreement and Plan of Merger (Commonwealth Industries Inc/De/)
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 or, to the extent legally permissible, waiver) of the following additional further conditions:
Appears in 2 contracts
Samples: Employment Agreement (National Holdings Corp), Employment Agreement (Vfinance Inc)
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 satisfaction, at or waiver (where permissible) prior to the Closing, of the following additional conditions:conditions (which may be waived by the written consent of Parent):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Food Technology Service Inc), Agreement and Plan of Merger (Telanetix,Inc)
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 the waiver (where permissibleby Parent) of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sovos Brands, Inc.), Agreement and Plan of Merger (Campbell Soup Co)
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 (or, to the extent permitted by Law, the waiver (where permissiblein writing by Parent) of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger are shall be further subject to the satisfaction satisfaction, or to the extent permitted by Applicable Law, waiver (where permissible) of, at or prior to the Closing, of each of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Constant Contact, Inc.), Agreement and Plan of Merger (Endurance International Group Holdings, Inc.)
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 satisfaction, or waiver (by Parent where permissible) , at or prior to the Effective Time, of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Landrys Restaurants Inc), Agreement and Plan of Merger (Landrys Restaurants Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction (or written waiver (where permissibleby Parent, if permissible under applicable Law) on or prior to the Closing of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.), Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction or waiver (where permissible) of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capitol Acquisition Corp), Agreement and Plan of Merger (Enterprise Acquisition Corp.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are also subject to the satisfaction satisfaction, or, to the extent permitted by applicable Law, waiver by Parent, at or waiver (where permissible) prior to the Closing of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.)
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 legally permissible) ), on or prior to the Effective Time, of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verticalnet Inc), Agreement and Plan of Merger (E-Z-Em, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger and to consummate the Merger other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver (where permissible) by Parent, at or prior to the Closing, of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genco Shipping & Trading LTD), Agreement and Plan of Merger (Baltic Trading LTD)
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 permissiblewritten waiver, if permissible under applicable Law) on or prior to the Closing of the following additional further conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gen Probe Inc), Agreement and Plan of Merger (Hologic Inc)
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 (to the extent permitted by applicable Law) waiver (where permissible) of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stewart Enterprises Inc), Agreement and Plan of Merger (Service Corporation International)
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 permissibleto the extent permitted by applicable Law) of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zoetis Inc.), Agreement and Plan of Merger (Abaxis Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction (or waiver (where permissibleby Xxxxxx and Merger Sub) of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction or waiver (where permissible) waiver, at or prior to the Effective Time, of the following additional conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chesapeake Utilities Corp), Agreement and Plan of Merger (Quidel Corp /De/)
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 permissibleby Parent) of the following additional further conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Presidential Life Corp), Agreement and Plan of Merger (Atlas Energy, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:
Appears in 1 contract
Samples: Business Combination Agreement (DPCM Capital, Inc.)
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 express waiver (where permissible) of the following additional conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cytyc Corp)
Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction or, if permitted by applicable Law, waiver by Parent and Merger Sub at or waiver (where permissible) prior to the Effective Time of each of the following additional conditions:
Appears in 1 contract
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:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Xxxxxx Sub to consummate the Merger Transactions, including the Merger, are subject to the satisfaction or waiver (where legally permissible) at or prior to the Closing of the following additional conditions:
Appears in 1 contract
Samples: Stockholder Support Agreement (Andretti Acquisition Corp.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are will be subject to the satisfaction or waiver (where permissiblepermissible pursuant to applicable Legal Requirements) prior to the Effective Time of each of the following additional conditions, any of which may be waived exclusively by Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)
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 written waiver (where permissible) of the following additional conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Captiva Software Corp/Ca)
Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction or waiver (where permissible) at or prior to the Effective Time of the following additional conditions:
Appears in 1 contract
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction or waiver (where permissible) of the following additional conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (AssetMark Financial Holdings, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger are and the Second Merger is also subject to the satisfaction satisfaction, or waiver (where permissible) by Parent, at or prior to the Effective Time of the following additional conditions:
Appears in 1 contract
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 (or, to the extent permitted by law, the waiver (where permissiblein writing by Parent) of the following additional conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ra Pharmaceuticals, Inc.)
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 permissiblepermissible under applicable Law) of the following additional conditionsconditions on or prior to the Closing Date:
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Zenix Auto International LTD)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger Mergers are subject to the satisfaction (or waiver (where permissibleby Parent and Merger Sub) of the following additional further conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Garrison Capital Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Xxxxxx Sub to consummate the Merger Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Breeze Holdings Acquisition Corp.)
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 by Parent (where permissible) ), at or prior to the Effective Time, of the following additional conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Qualtrics International Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are shall be subject to the satisfaction (or waiver (by Parent where permissiblepermissible pursuant to applicable Law) at or prior to the Effective Time of each of the following additional conditions:: 83
Appears in 1 contract
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 permissiblepermissible pursuant to applicable Law) at or prior to the Effective Time of each of the following additional conditions, any of which may be waived exclusively by Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Civitas Solutions, Inc.)
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:further conditions (any one of which may be waived in whole or part by Parent, in its sole discretion, by giving written notice to the Company in compliance with Section 10.1):
Appears in 1 contract
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 written waiver (where permissible) by Parent, if permissible by Law), on or prior to the Closing Date, of the following additional conditions:
Appears in 1 contract
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:
Appears in 1 contract
Samples: Agreement and Plan of Merger (PGT Innovations, Inc.)
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 written waiver by Parent (where permissible) ), prior to the Effective Time, of the following additional conditions:
Appears in 1 contract
