Conditions to the Obligations to Consummate the Merger Clause Samples
The 'Conditions to the Obligations to Consummate the Merger' clause defines the specific requirements that must be satisfied before the parties are legally required to complete the merger transaction. These conditions often include obtaining necessary regulatory approvals, securing shareholder consent, and ensuring that no material adverse changes have occurred to either party. By clearly outlining these prerequisites, the clause protects both parties by ensuring that the merger will only proceed if all agreed-upon standards are met, thereby reducing the risk of unforeseen issues or disputes at closing.
Conditions to the Obligations to Consummate the Merger. The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions:
(a) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer, except that this condition shall not be a condition to Parent's and Merger Sub's obligation to effect the Merger if Merger Sub shall have failed to purchase shares of Company Common Stock pursuant to the Offer in breach of (or as a result of Parent's breach of) this Agreement;
(b) this Agreement and the Merger shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by the DGCL;
(c) no law, rule or regulation or judgment, injunction, order or decree of a court or governmental agency or authority of competent jurisdiction shall be in effect which has the effect of making the Merger illegal or otherwise restraining or prohibiting the consummation of the Merger;
(d) (A) any waiting period applicable to consummation of the Merger under the HSR Act or any Foreign Antitrust Laws shall have expired or been terminated and (B) any approvals required under Foreign Antitrust Laws before consummation of the Merger shall have been obtained; and
Conditions to the Obligations to Consummate the Merger. (a) The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction on or prior to the Closing Date of the following condition: no law, rule or regulation or judgment, injunction, order or decree of a court or governmental agency or authority of competent jurisdiction shall be in effect which has the effect of making the Merger illegal or otherwise restraining or prohibiting the consummation of the Merger.
(b) The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following further conditions:
(i) (A) The Company shall have performed in all material respects all of its obligations required to be performed by it under this Agreement at or before the Effective Time, (B) the representations and warranties of the Company that are contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto (1) that are qualified by materiality or Company Material Adverse Effect shall have been true at and as of the date hereof and at and as of the Closing Date as if made at and as of that date, and (2) that are not qualified by materiality or Company Material Adverse Effect shall have been true at and as of the date hereof and at and as of the Closing Date as if made at and as of that time, except where the failure to be true would not have a Company Material Adverse Effect, and (C) Parent shall have received a certificate signed by the chief executive officer of the Company to the foregoing effect;
(ii) There shall not have been instituted or pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) by any government or governmental authority or agency, domestic, foreign or supranational, or by any other Person, domestic, foreign or supranational, before any court or Governmental Authority, domestic, foreign or supranational, (A) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Merger, (B) seeking to restrain or prohibit ownership or operation by Parent (or that of its subsidiaries or affiliates) of all or any material portion of the business or assets of the Company or any of its subsidiaries or of Parent or any of its subsidiaries or Affilia...