Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Forest Laboratories Inc), Agreement and Plan of Merger (Piedmont Natural Gas Co Inc), Agreement and Plan of Merger (Duke Energy CORP)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Sections 6.5 and 6.14.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Pharmaceutical Product Development Inc), Agreement and Plan of Merger (Rue21, Inc.), Agreement and Plan of Merger (Collective Brands, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.01, Section 6.2 7.02 or Section 6.37.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.03.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Guilford Pharmaceuticals Inc), Agreement and Plan of Merger (Brookdale Senior Living Inc.), Agreement and Plan of Merger (Unitedhealth Group Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.10(a).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Captaris Inc), Agreement and Plan of Merger (Silicon Storage Technology Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 5.5.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (Archipelago Learning, Inc.), Agreement and Plan of Merger (Digimarc Corp)
Frustration of Closing Conditions. None of the CompanyParent Parties, Parent or Merger Sub on the one hand, nor the Company Parties, on the other hand, may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied (or to be able to be satisfied) to excuse it from its obligation to effect the Mergers if such failure (or inability to be satisfied) was caused by such party’s failure to use comply with or perform its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (LaSalle Hotel Properties), Agreement and Plan of Merger (Pebblebrook Hotel Trust), Agreement and Plan of Merger (LaSalle Hotel Properties)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 5.4.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (SmartPros Ltd.), Agreement and Plan of Merger (Dynamex Inc), Agreement and Plan of Merger (Dynamex Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.01, Section 6.2 7.02 or Section 6.37.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.03.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pacificare Health Systems Inc /De/), Agreement and Plan of Merger (Brookdale Senior Living Inc.), Agreement and Plan of Merger (American Retirement Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Blue Martini Software Inc), Agreement and Plan of Merger (Bravo Holdco), Agreement and Plan of Merger (Dupont Photomasks Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.01, Section 6.2 7.02 or Section 6.37.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its commercially reasonable best efforts efforts, as the case may be, to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.03.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jones Apparel Group Inc), Agreement and Plan of Merger (CFC International Inc), Agreement and Plan of Merger (Cimnet Inc/Pa)
Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub Inc.or the Company may rely on the failure of any condition set forth in Section 6.19.1, Section 6.2 9.2 or Section 6.39.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions transactions contemplated hereby, or due to the failure other breach of such party to perform any of its other obligations under or noncompliance with this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (U.S. Well Services, Inc.), Agreement and Plan of Merger (U.S. Well Services, Inc.), Agreement and Plan of Merger (ProFrac Holding Corp.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 6.01, Section 6.2 6.02 or Section 6.36.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 5.04.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Corbus Pharmaceuticals Holdings, Inc.), Agreement and Plan of Merger (Adgero Biopharmaceuticals Holdings, Inc.), Agreement and Plan of Merger (Matinas BioPharma Holdings, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 5.4.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SBS Technologies Inc), Agreement and Plan of Merger (Warburg Pincus Private Equity IX, L.P.), Agreement and Plan of Merger (Ionics Inc)
Frustration of Closing Conditions. None of Neither the Company, Parent or nor Merger Sub may rely on the failure of any condition set forth in Section 6.19.1, Section 6.2 9.2 or Section 6.39.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 8.4.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pxre Group LTD), Agreement and Plan of Merger (Pxre Group LTD), Agreement and Plan of Merger (Argo Group International Holdings, Ltd.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use comply with its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BWAY Holding CO), Agreement and Plan of Merger (Providence Equity Partners VI L P), Agreement and Plan of Merger (Sra International Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.19.1, Section 6.2 9.2 or Section 6.39.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due transactions contemplated hereby, including as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 8.5.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lifepoint Health, Inc.), Agreement and Plan of Merger (Calpine Corp), Agreement and Plan of Merger (Fisher Communications Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Zygo Corp), Agreement and Plan of Merger (Asset Acceptance Capital Corp), Agreement and Plan of Merger (Encore Capital Group Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, Article 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith to comply with this Agreement or use its reasonable best efforts to consummate and make effective the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreementtransactions provided for herein.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, 8.01 to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any of its other obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Campbell Thomas J), Agreement and Plan of Merger (Michael Baker Corp), Agreement and Plan of Merger (Michael Baker Corp)
Frustration of Closing Conditions. None of the Company, Parent, US Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any of its other obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp), Agreement and Plan of Merger
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s (or (a) in the case of Parent, Merger Sub’s, and (b) in the case of Merger Sub, Parent’s) failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spectra Energy Corp.), Agreement and Plan of Merger, Agreement and Plan of Merger (Destination Maternity Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, this Article VII to be satisfied if such failure was principally caused by such party’s breach of any material provisions of this Agreement, such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions act in good faith or due to the such party’s failure of such party to perform any of fully its other obligations under this AgreementSection 6.4.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (O Charleys Inc), Agreement and Plan of Merger (Alexanders J Corp), Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section Sections 6.1, Section 6.2 6.2, or Section 6.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to use its reasonable best the standard of efforts required from such Party to consummate the Transactions (and, in the case of Parent and Merger Sub, the Financing), including as required by and the other Transactions or due subject to the failure of such party to perform any of its other obligations under this AgreementSection 5.5.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp)
Frustration of Closing Conditions. None of the Company, Parent Parent, Midco or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 8.02 or Section 6.38.03, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required 77 from such party to consummate the Merger and the other Transactions or due Transactions, including as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 7.08, Section 7.15 and Section 7.16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chen Chris Shuning), Agreement and Plan of Merger (Pactera Technology International Ltd.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Acquisition Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best the efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations transactions contemplated hereby required under this Agreement, including as required by and subject to Section 6.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Revlon Inc /De/), Agreement and Plan of Merger (Elizabeth Arden Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under as provided in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Matson, Inc.), Agreement and Plan of Merger (Horizon Lines, Inc.)
Frustration of Closing Conditions. None of Parent, the Company, Parent Company or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied satisfied, if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any of its other obligations under this AgreementSection 6.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KAYAK Software Corp), Agreement and Plan of Merger (Priceline Com Inc)
Frustration of Closing Conditions. None of the Company, Parent Parent, Holdings or Merger Sub may rely on the failure of any condition set forth in Section 6.16.01, Section 6.2 6.02, or Section 6.36.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tiptree Financial Inc.), Agreement and Plan of Merger (Fortegra Financial Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.36.3(a), (b), (c) or (e), as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any of its other obligations under covenant contained in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Centennial Communications Corp /De)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this AgreementTransactions, as required by Section 5.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Frustration of Closing Conditions. None of the Company, Parent Parent, Merger Sub or Merger Sub II may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s breach of or failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (GrubHub Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, 7.01 to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Engelhard Corp), Agreement and Plan of Merger (Iron Acquisition Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 8.2 or Section 6.38.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision of such party to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BakerCorp International, Inc.), Agreement and Plan of Merger (United Rentals North America Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, this Article VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts to consummate the Merger and 55 transactions contemplated hereby in accordance with Section 6.5 has been the other Transactions or due to principal cause of the failure of such party condition to perform any of its other obligations under this Agreementbe satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (Tower Group, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Acquisition Sub may rely on the failure of any condition set forth in Section 6.18.1, Section 6.2 8.2 or Section 6.38.3, as the case may be, to be satisfied relieve such Party of its respective obligations to consummate the Merger if such failure was principally caused by or the direct result of such partyParty’s breach, including such Party’s failure to use its reasonable best the standard of efforts required from such Party to consummate the Merger and the other Transactions or due transactions contemplated hereby, as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 7.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.18.1, Section 6.2 8.2 or Section 6.38.3, as the case may be, to be satisfied satisfied, if such failure was caused by such party’s failure breach of Section 7.5 (and subject, in the case of Parent, to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this AgreementSection 7.1(c)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lone Star Technologies Inc), Agreement and Plan of Merger (United States Steel Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Offer, the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 6.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cec Entertainment Inc), Agreement and Plan of Merger (Hospitality Distribution Inc)
Frustration of Closing Conditions. None of the Company, Parent Parent, Merger Sub or Merger Sub 2 may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger Merger, as required by and the other Transactions or due subject to the failure of such party to perform any of its other obligations under this AgreementSection 5.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allegheny Technologies Inc), Agreement and Plan of Merger (Ladish Co Inc)
Frustration of Closing Conditions. None of the CompanyCompany Entities, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use comply in any material respect with its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other respective obligations under this AgreementAgreement to be performed at or prior to the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kirby Corp), Agreement and Plan of Merger (K-Sea Transportation Partners Lp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.2(a), Section 6.2 (b), (c), (d) or Section 6.3(e), as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any of its other obligations under covenant contained in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Leap Wireless International Inc)
Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section Sections 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use comply with its reasonable best efforts obligations to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 5.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roadway Corp), Agreement and Plan of Merger (Arnold Industries Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.15.1, Section 6.2 5.2 or Section 6.35.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zayo Group LLC), Agreement and Plan of Merger (Abovenet Inc)
Frustration of Closing Conditions. None of the Company, Parent or the Merger Sub Subs may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.11.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PennantPark Floating Rate Capital Ltd.), Agreement and Plan of Merger (MCG Capital Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use comply in any material respect with its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other respective obligations under this AgreementAgreement to be performed at or prior to the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brink's Home Security Holdings, Inc.), Agreement and Plan of Merger (Tyco International LTD /Ber/)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TBC Corp), Agreement and Plan of Merger (Icos Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on upon the failure of any condition set forth in Section 6.1, Section Sections 6.1 or 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by by, or materially contributed to, such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any provision of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (Merge Healthcare Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, ARTICLE VIII to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due Transactions, including as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 7.07, Section 7.14 and Section 7.15.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ho Chi Sing), Agreement and Plan of Merger (Perfect World Co., Ltd.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Sections 6.8 and 6.15.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Del Monte Foods Co), Agreement and Plan of Merger (Primedia Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interwoven Inc), Agreement and Plan of Merger (Sierra Health Services Inc)
Frustration of Closing Conditions. None of the Company, Partnership or any of the Parent or Merger Sub Entities may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions transactions contemplated hereby, or due to the failure other breach of such party to perform any of its other obligations under or noncompliance with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Markwest Energy Partners L P), Agreement and Plan of Merger
Frustration of Closing Conditions. None of (a) the Company, with respect to Section 6.1 and Section 6.3, as applicable, and (b) Parent or Merger Sub Sub, with respect to Section 6.1 and Section 6.2, as applicable, may rely on the failure of any such condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied satisfied, if such failure was caused by by, or directly resulted from, such party’s (or in the case of Parent and Merger Sub, either party’s) failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision of such party to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Spark Networks SE)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, Article 7 to be satisfied if such failure was caused by such partyParty’s failure to use its reasonable best efforts act in good faith to comply with this Agreement and consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreementtransactions provided for herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Beverly Enterprises Inc), Agreement and Plan of Merger (Alliance Data Systems Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.01, Section 6.2 7.02 or Section 6.37.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aki Inc), Agreement and Plan of Merger (Von Hoffmann Holdings Inc)
Frustration of Closing Conditions. None of the Company, Company or the Parent or Merger Sub Parties may rely as a basis for not consummating the Merger on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure material breach of such party to perform any provision of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Asta Funding Inc)
Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the any failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, this Article 6 to be satisfied if such failure was primarily caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (American Railcar Industries, Inc.)
Frustration of Closing Conditions. None of Neither the Company, on one hand, nor Parent or Merger Sub and MergerCo, on the other, may rely on the failure of any condition set forth in Section 6.18.1, Section 6.2 8.2 or Section 6.38.3, as the case may be, to be satisfied if such failure was caused by such party’s Party's failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meridian Insurance Group Inc), Agreement and Plan of Merger (Meridian Insurance Group Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.16.2(a), Section 6.2 6.2(b), Section 6.2(c), Section 6.3(a) or Section 6.36.3(b), as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any of its other obligations under covenant contained in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Straight Path Communications Inc.), Voting Agreement (Straight Path Communications Inc.)
Frustration of Closing Conditions. None of the Company, Parent Buyer or Merger Sub may rely on the failure of any condition set forth in Section 6.18.01, Section 6.2 8.02 or Section 6.38.03, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused primarily by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Actua Corp), Agreement and Plan of Merger (Actua Corp)
Frustration of Closing Conditions. None of Neither Merger Company nor the Company, Parent or Merger Sub Company may rely on the failure of any condition set forth in Section 6.1, 6.2 (other than Section 6.2 6.2(c)) or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use fulfill in any material respects its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Stockholders' Agreement (Johns Manville Corp /New/), Stockholders' Agreement (Manville Personal Injury Settlement Trust)
Frustration of Closing Conditions. None of the Company, Parent the Buyer or the Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vital Signs Inc), Agreement and Plan of Merger (General Electric Co)
Frustration of Closing Conditions. None of the Company, Parent Parent, Merger Sub or Merger Sub 2 may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this AgreementMerger, as required by Section 5.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Schawk Inc), Agreement and Plan of Merger and Reorganization (Matthews International Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.16.01, Section 6.2 6.02, or Section 6.36.03, as the case may be, to be satisfied if such failure was caused by such party’s breach, including such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Campus Crest Communities, Inc.), Agreement and Plan of Merger (Ourpets Co)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 5.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fremont Michigan Insuracorp Inc), Agreement and Plan of Merger (Nymagic Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.15.1, Section 6.2 5.2 or Section 6.35.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party (or any Affiliate of such party) to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Jazz Technologies, Inc.), Agreement and Plan of Merger and Reorganization (Tower Semiconductor LTD)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the 89 case may be, to be satisfied if such failure was primarily caused by such partyParty’s material breach of or failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in any material respect any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enova International, Inc.), Agreement and Plan of Merger (Enova International, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or and Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use comply with its reasonable best efforts to consummate the Merger and the other Transactions or due obligations under Section 5.3, subject to the failure of such party to perform any of its other obligations under this Agreementlimitations and restrictions set forth therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edo Corp), Agreement and Plan of Merger (Itt Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this AgreementTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hilb Rogal & Hobbs Co), Agreement and Plan of Merger (Willis Group Holdings LTD)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to use perform its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreementhereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn National Gaming Inc), Agreement and Plan of Merger (Tropicana Las Vegas Hotel & Casino, Inc.)
Frustration of Closing Conditions. None Neither the Company nor any of the CompanyParent, Parent Merger Sub I or Merger Sub II may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision of such party to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Leo Holdings Corp. II), Agreement and Plan of Merger (Leo Holdings III Corp.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, Article 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith to comply with this Agreement or use its reasonable best efforts to consummate and make effective the Merger and transactions provided for herein, including the other Transactions or due to financing contemplated by the failure of such party to perform any of its other obligations under this AgreementDebt Commitment Letters.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Keystone Automotive Industries Inc)
Frustration of Closing Conditions. None of the Company, Partnership or any of the Parent or Merger Sub Entities may rely on the failure of any condition set forth in Section 6.16.1 , Section 6.2 or Section 6.36.3 , as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions transactions contemplated hereby, or due to the failure other breach of such party to perform any of its other obligations under or noncompliance with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MPLX Lp), Agreement and Plan of Merger (Marathon Petroleum Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadvision Inc), Agreement and Plan of Merger (Invision Technologies Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Section 6.8 and Section 6.12.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ninetowns Internet Technology Group Co LTD), Agreement and Plan of Merger (Wang Shuang)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applied Molecular Evolution Inc), Agreement and Plan of Merger (Lilly Eli & Co)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was primarily caused by such partyParty’s material breach of or failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in any material respect any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enova International, Inc.), Agreement and Plan of Merger (On Deck Capital, Inc.)
Frustration of Closing Conditions. None of the Company, Parent Parent, or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 6.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grant Ventures Inc), Agreement and Plan of Merger (Grant Ventures Inc)
Frustration of Closing Conditions. None of Neither the Company, on the one hand, nor Parent or Merger Sub Sub, on the other, may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s willful failure to use its reasonable best efforts to consummate the Merger Merger, to the extent required by and subject to Section 5.8 and the other Transactions or due to the failure applicable provisions of such party to perform any of its other obligations under this AgreementArticle 5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DG FastChannel, Inc), Agreement and Plan of Merger (Enliven Marketing Technologies Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts act in good faith to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Horizon Capital Iii, L.P.), Agreement and Plan of Merger (Exceed Co Ltd.)
Frustration of Closing Conditions. None of the CompanyNeither Parent, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied as a grounds for termination under Article VII if such failure was caused by such party’s failure to use its reasonable best efforts to consummate comply with the Merger and the other Transactions or due to the failure terms of such party to perform any of its other obligations under this Agreement, including Section 5.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ico Inc), Agreement and Plan of Merger (Schulman a Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 8.2 or Section 6.38.3, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Section 7.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises L.P.), Agreement and Plan of Merger (Dynegy Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Questar Corp), Agreement and Plan of Merger (Dominion Resources Inc /Va/)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.36.3 to be satisfied, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of the party seeking to invoke such party condition to perform any of comply with its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CHS Inc), Agreement and Plan of Merger (Newport Corp)
Frustration of Closing Conditions. None of the CompanyNeither Parent, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 6.16.1, Section 6.2 6.2 or Section 6.36.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use comply with its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atmel Corp), Agreement and Plan of Merger (Atmel Corp)
Frustration of Closing Conditions. None of Neither Parent, nor Merger Sub, nor the Company, Parent or Merger Sub Company may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied to excuse it from its obligations hereunder if such failure was caused by such party’s failure to use comply with its reasonable best efforts obligations to consummate the Merger and the other Transactions or due pursuant to this Agreement, including the failure obligations of such party pursuant to perform any of its other obligations under this AgreementSection 6.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Multiband Corp), Agreement and Plan of Merger (Goodman Networks Inc)
Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section 6.13.1, Section 6.2 3.2 or Section 6.33.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its reasonable best efforts to consummate the Merger Merger, as required by and the other Transactions or due subject to the failure of such party to perform any of its other obligations under this AgreementSection 5.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Leucadia National Corp)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any Offer Condition or any condition set forth in Section 6.1Sections 9.1, Section 6.2 or Section 6.3, as the case may be, 9.2 and 9.3 to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party Party to act in good faith or to perform any of its other obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jda Software Group Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied as grounds for its not consummating the Merger when otherwise required hereunder if such failure was caused by such party’s 's failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure provisions of such party to perform any of its other obligations under this Agreement.Section 5.4. 49
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Health Services Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 8.1, Section 6.2 or Section 6.3, as the case may be, 8.2 and 8.3 to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party Party to act in good faith or to perform any of its other obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Par Pharmaceutical Companies, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform any of its other obligations under this AgreementSection 5.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.16.01, Section 6.2 6.02 or Section 6.36.03, as the case may be, to be satisfied if such failure was principally caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of in all material respects its other obligations under this AgreementAgreement (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing).
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section Sections 6.1, Section 6.2 or Section and 6.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to use comply in any material respect with its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this AgreementAgreement to be performed at or prior to the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apollo Medical Holdings, Inc.)
Frustration of Closing Conditions. None of Neither the Company, Parent or Merger Sub Entities nor the Company may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, 7.1 to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to use comply with its reasonable best efforts obligations to consummate the Offer, the Merger and or the other Transactions or due to the failure of such party to perform any of its other obligations under extent required by this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.3, as the case may be, 7.3 to be satisfied if such failure was caused by such party’s failure to act in good faith or use its commercially reasonable best efforts to consummate the Merger Transactions, as required by and the other Transactions or due subject to the failure of such party to perform any of its other obligations under this AgreementSection 6.9.
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Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Snipp Interactive Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.16.01, Section 6.2 6.02 or Section 6.36.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Owens & Minor Inc/Va/)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.18.1, Section 6.2 8.2 or Section 6.38.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any provision of its other obligations under this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of Neither the Company, on the one hand, nor the Parent or and Merger Sub Sub, on the other hand, may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, this Article VII to be satisfied if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Section 6.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ista Pharmaceuticals Inc)
Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.18.01, Section 6.2 8.02 or Section 6.38.03, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any of its other obligations under this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Sections 5.4 and 5.5.
Appears in 1 contract
