Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Pioneer Companies Inc), Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (Closure Medical Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (International Speedway Corp), Agreement and Plan of Merger (Johnson & Johnson), Merger Agreement (3 Dimensional 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 6.01, 6.02 or 6.03, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject hereby in accordance with Section 6.5 has been a principal cause of the failure of such condition to Section 5.03be satisfied.
Appears in 7 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Monmouth Real Estate Investment Corp), Agreement and Plan of Merger (Monmouth Real Estate Investment Corp), Amended and Restated Agreement and Plan of Merger (Monmouth Real Estate Investment 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 6.016.1, 6.02 6.2 or 6.036.3, 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 contemplated by this AgreementTransactions, as required by and subject to Section 5.035.4.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Jda Software Group Inc), Agreement and Plan of Merger (STARLIMS Technologies LTD), Agreement and Plan of Merger (I2 Technologies Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03, or by such party’s breach of any other provision of this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Jagged Peak, Inc.), Agreement and Plan of Merger (Unica Corp), Agreement and Plan of Merger (Teavana Holdings Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Boston Scientific Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Overseas Shipholding Group Inc), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Guidant Corp)
Frustration of Closing Conditions. None of the Company, Purchaser or Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 6.1 or 6.03, as the case may be, Annex A to be satisfied if such failure was caused by the failure of such party’s failure party to act in good faith or to use perform any of its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by obligations under this Agreement, as required by and subject to Section 5.03.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Hyperion Therapeutics Inc), Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Merger (GenMark Diagnostics, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 contemplated by this Agreement, as required by and subject to Section 5.03, or by such party’s breach of any other provision of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Northrop Grumman Corp /De/), Agreement and Plan of Merger (Filenet Corp), Agreement and Plan of Merger (Netezza Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by party's breach of this Agreement has been a principal reason that such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03condition has not been satisfied.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Us Airways Inc), Agreement and Plan of Merger (Ual Corp /De/), Agreement and Plan of Merger (Us Airways Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s (or (a) in the case of Parent, Sub’s, and (b) in the case of Sub, Parent’s) failure to act in good faith or to use perform any of its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by obligations under this Agreement, as required by and subject to Section 5.03.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Covance Inc), Agreement and Plan of Merger (Laboratory Corp of America Holdings), Agreement and Plan of Merger (Black Knight, Inc.)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.5.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Golden State Bancorp Inc), Agreement and Plan of Merger (Mafco Holdings Inc), Agreement and Plan of Merger (Ford Gerald J)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.5.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Travelers Group Inc), Agreement and Plan of Merger (Salomon Inc), Agreement and Plan of Merger (Associates First Capital Corp)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or breach of its obligation to use its commercially reasonable best efforts to consummate the Merger or the Bank Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.01.
Appears in 4 contracts
Samples: Shareholder Agreement (Willow Grove Bancorp Inc/New), Agreement and Plan of Merger (Banknorth Group Inc/Me), Agreement and Plan of Merger (Northeast Pennsylvania Financial Corp)
Frustration of Closing Conditions. None of Parent, Purchaser or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.018.1, 6.02 Section 8.2 or 6.03Section 8.3, 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 contemplated by this Agreementhereby, as required by and subject to Section 5.037.1.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bell Microproducts Inc), Agreement and Plan of Merger (Avnet Inc), Agreement and Plan of Merger (Pinnacle Data Systems Inc)
Frustration of Closing Conditions. None Neither the Company nor any of the Company, Parent or Sub Parties may rely on the failure of any condition set forth in Section 6.016.1, 6.02 Section 6.2 or 6.03Section 6.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by comply with any provision of this Agreement, as required by and subject to Section 5.03.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Power & Digital Infrastructure Acquisition II Corp.), Agreement and Plan of Merger (Software Acquisition Group Inc. III), Agreement and Plan of Merger (Conyers Park Acquisition Corp.)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to perform any of its obligations under this Agreement, to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, Agreement as required by and subject to Section 5.03.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Teleflex Medical Inc), Agreement and Plan of Merger (Teleflex Inc), Agreement and Plan of Merger (Arrow International Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially all reasonable efforts to consummate the Merger and the other transactions contemplated Transactions to be performed or consummated by such Party in accordance with the terms of this Agreement, Agreement as required by and subject to Section 5.036.04.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Jorgensen Earle M Co /De/), Agreement and Plan of Merger (Reliance Steel & Aluminum Co)
Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, as required by and subject to Section 5.03.6.02. ARTICLE VIII
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc)
Frustration of Closing Conditions. None of the Company, the Parent or Sub the Purchaser may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 7.1 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 contemplated by this AgreementTransactions, as required by and subject to Section 5.036.8.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (COV Delaware Corp), Agreement and Plan of Merger (Covidien PLC)
Frustration of Closing Conditions. None of the Company, the Parent or Sub the Purchaser may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be7.1, to be satisfied if such failure was caused by party's breach of this Agreement has been a principal reason that such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03condition has not been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Northrop Grumman Corp /De/), Agreement and Plan of Merger (Newport News Shipbuilding Inc), Agreement and Plan of Merger (Newport News Shipbuilding Inc)
Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Voting Agreement, as required by and subject to Section 5.035.04.
Appears in 3 contracts
Samples: Exhibit 1 Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Olin Corp), Agreement and Plan of Merger (Chase Industries Inc)
Frustration of Closing Conditions. None of Neither the Company, Company nor Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 7.1 or 6.03Section 7.2, 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 efforts to consummate the Merger and the other transactions contemplated by comply with any provision of this Agreement, as required by and subject to Section 5.03.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aleris Corp), Agreement and Plan of Merger (Novelis Inc.), Agreement and Plan of Merger (Novelis Inc.)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.1, 6.02 7.2 or 6.037.3, 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 own reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.5.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Inncardio, Inc), Agreement and Plan of Merger (Whos Your Daddy Inc), Agreement and Plan of Merger (Snocone Systems Inc)
Frustration of Closing Conditions. None of Parent, Purchaser or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 6.01 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 contemplated by this AgreementTransactions, as required by and subject to Section 5.03.
Appears in 3 contracts
Samples: Escrow Agreement (Golden State Vintners Inc), Agreement and Plan of Merger (Golden State Vintners Inc), Escrow Agreement (Golden State Vintners Inc)
Frustration of Closing Conditions. None of MLP or any of the Company, Parent or Sub Entities may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, 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 contemplated by hereby, or other breach of or noncompliance with this Agreement, as required by and subject to Section 5.03.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Regency Energy Partners LP), Agreement and Plan of Merger, Agreement and Plan of Merger (PVR Partners, L. P.)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.05.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Unison Software Inc), Loan and Security Agreement (Gynecare Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 Section 6.02, or Section 6.03, 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 contemplated by this Agreement, as required by and subject to Section 5.03, or by such party’s breach of any other provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Red Hat Inc), Agreement and Plan of Merger (International Business Machines Corp)
Frustration of Closing Conditions. None of MLP or any of the Company, Parent or Sub Entities may rely on the failure of any condition set forth in Section 6.016.1, 6.02 Section 6.2 or 6.03Section 6.3, 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 contemplated by hereby, or other breach of or noncompliance with this Agreement, as required by and subject to Section 5.03.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Regency Energy Partners LP), Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition precedent set forth in Section 6.01, 6.02 or 6.03, as the case may be, this ARTICLE VII to be satisfied if such failure was caused by such party’s failure to act comply with its obligations set forth in good faith or to use its commercially reasonable efforts this Agreement to consummate and make effective the Merger and the other transactions contemplated by this Agreementprovided for herein, as required by and subject to Section 5.036.5.
Appears in 2 contracts
Samples: Agreement and Plan (Abraxis BioScience, Inc.), Agreement and Plan (Celgene Corp /De/)
Frustration of Closing Conditions. None of the Company, Parent the Buyer or Sub the Transitory Subsidiary may rely on the failure of any condition set forth in Section 6.01, 6.02 7.2 or 6.037.3, 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 the standard of efforts required from such party to consummate the Merger and the other transactions contemplated by this Agreement, including as required by and subject to Section 5.036.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc), Agreement and Plan of Merger (Biosphere Medical Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub Buyer may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 to use its commercially reasonable best efforts to consummate and make effective the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03provided for herein.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hecla Mining Co/De/), Asset Purchase Agreement (Hecla Mining Co/De/)
Frustration of Closing Conditions. None of Neither the Company, Parent or Sub nor the Company may rely on the failure of any condition set forth in Section 6.01, 6.02 6.1 or 6.03Section 6.2, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.035.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (Mdi Entertainment Inc)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Target Companies may rely on the failure of any condition set forth in Section 6.01, 6.02 6.01 or 6.036.02, 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 commercially all reasonable efforts to consummate the Merger Mergers and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.05.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tc Group LLC), Agreement and Plan of Merger (Urs Corp /New/)
Frustration of Closing Conditions. None of Parent, Purchaser or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 6.01 to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.035.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (Sterling Commerce Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, 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 all reasonable efforts to consummate the Merger and the other transactions contemplated Transactions to be performed or consummated by such party in accordance with the terms of this Agreement, Agreement as required by and subject to Section 5.036.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Coast Hotels & Casinos Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s 's (or (a) in the case of Parent, Sub's, and (b) in the case of Sub, Parent's) failure to act in good faith or to use perform any of its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by obligations under this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Frustration of Closing Conditions. None of the Company, Company or any of the Parent or Sub Entities may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, 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 contemplated by hereby, or other breach of or noncompliance with this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Copano Energy, L.L.C.), Agreement and Plan of Merger (Kinder Morgan Energy Partners L P)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rational Software Corp), Agreement and Plan of Merger (Corio Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hadco Corp), Agreement and Plan of Merger (Irvine Horace H Ii)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 7.01 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 Offer, the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Greenfield Online Inc), Agreement and Plan of Merger (Microsoft Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub Purchaser may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be7.1, 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 contemplated by this AgreementTransactions, as required by and subject to Section 5.036.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titanium Metals Corp), Agreement and Plan of Merger (Precision Castparts Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 Section 7.02, or 6.03Section 7.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act perform in good faith all material respects its obligations under this Agreement or to use its commercially reasonable efforts to consummate the Merger and the by such party’s material breach of any other transactions contemplated by provision of this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (PPD, Inc.)
Frustration of Closing Conditions. None of Neither the Company, Company nor Parent or Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, 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 commercially all reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Appliedtheory Corp), Agreement and Plan of Merger (Appliedtheory Corp)
Frustration of Closing Conditions. None of the Company, Parent Parent, the Purchaser or Sub Merger LLC may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, this ARTICLE 6 to be satisfied if such failure was primarily caused by or primarily resulted from such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by breach of this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PLX Technology Inc), Agreement and Plan of Merger (Integrated Device Technology Inc)
Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, as required by and subject to Section 5.035.04.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chemfirst Inc), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated contem plated by this Agreement and the Stockholders Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Mainspring Inc)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02, 7.03 or 6.037.04, 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 commercially reasonable efforts to commence or complete the Offer or consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.03.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (CTS Corp), Agreement and Plan of Merger (Dynamics Corp of America)
Frustration of Closing Conditions. None of Neither Parent, Purchaser nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, Sections 7.1 through 7.3 to be satisfied if such failure was caused solely by such party’s 's own failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreementhereby, as required by and subject to Section 5.036.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny), Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s (or (a) in the case of Parent, Sub’s, and (b) in the case of Sub, Parent’s) breach of, or failure to act in good faith or to use perform, any of its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by obligations under this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ciena Corp), Agreement and Plan of Merger (Cyan Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub Purchaser may rely on the failure of any condition set forth in Section 6.01Sections 6.1, 6.02 6.2 or 6.036.3, 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 contemplated by this AgreementTransactions, as required by and subject to Section 5.035.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Terremark Worldwide Inc.), Agreement and Plan of Merger (Verizon Communications Inc)
Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mp3 Com Inc), Agreement and Plan of Merger (Vivendi)
Frustration of Closing Conditions. None of the Company, Guarantor, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rwe Aktiengesellschaft /Adr/), Agreement and Plan of Merger (American Water Works Co Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03, or by such Party’s breach of any other provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atheros Communications Inc), Agreement and Plan of Merger (Qualcomm Inc/De)
Frustration of Closing Conditions. None of Neither the Company, on the one hand, nor any Parent or Sub Entity, on the other hand, may rely rely, as a basis for not consummating the Transactions, on the failure of any condition set forth in Section 6.01, 6.02 Section 6.02, or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act breach in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by any material respect of any provision of this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Panbela Therapeutics, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1, 6.02 Section 7.2 or 6.03Section 7.3, 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 efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.8(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corillian Corp), Agreement and Plan of Merger (Checkfree Corp \Ga\)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, 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 or the Bank Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.01.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Banknorth Group Inc/Me), Agreement and Plan of Merger (Banknorth Group Inc/Me)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03, or was caused by such party’s breach of any other provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (Merge Healthcare Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to perform any of its obligations under this Agreement, to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Paxar Corp), Agreement and Plan (Avery Dennison Corporation)
Frustration of Closing Conditions. None of the Company, the Parent Corporation or Sub the Acquisition Corporation may rely on the failure of any condition set forth in Section 6.017.1, 6.02 7.2 or 6.037.3, as the case may be, to be satisfied if such failure was caused by party's breach of this Agreement has been a principal reason that such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03condition has not been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Dynamics Corp), Agreement and Plan of Merger (Primex Technologies Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1, 6.02 Section 7.2 or 6.03Section 7.3, 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 contemplated by this Agreement, as required by Agreement in accordance with and subject to Section 5.03such party’s obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RenPac Holdings Inc.), Agreement and Plan of Merger (Pactiv Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Heartport Inc)
Frustration of Closing Conditions. None of the Company, MLP Entities or the Parent or Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 Section 6.2 or 6.03Section 6.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by hereby, or other breach of or noncompliance with this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Samples: Agreement and Plan of Merger (VTTI Energy Partners LP)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01sections 7.1, 6.02 7.2 or 6.037.3, 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 contemplated by this Agreement, as required by and subject to Section 5.03paragraph 6.8(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compliance Systems Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s breach of Section 5.03 or any other provision of this Agreement or if such party consented in writing to any action and such action resulted in the failure of such condition to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03be satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ascential Software Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1 , 6.02 Section 7.2 or 6.03Section 7.3 , 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 contemplated by this Agreement, as required by and subject to Section 5.036.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (J.M. Tull Metals Company, Inc.)
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 comply with its commercially reasonable efforts obligations to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Maxcor Financial Group Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub --------------------------------- Acquisition may rely on the failure of any condition set forth in Section 6.01Sections 6.1, 6.02 6.2 or 6.036.3, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Insight Health Services Corp)
Frustration of Closing Conditions. None of the Company, Parent Lucent --------------------------------- or Sub Acquisition may rely on the failure of any condition set forth in Section 6.01Sections 6.1, 6.02 6.2 or 6.036.3, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Option Agreement, as required by and subject to Section 5.03.5.5
Appears in 1 contract
Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Voting and Option Agreement, as required by and subject to Section 5.03.5.04. 62 57
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caprock Communications Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 contemplated by this Agreement, as required by and subject to the exceptions set forth in Section 5.03.
Appears in 1 contract
Frustration of Closing Conditions. None of Neither Parent nor the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.016.1, 6.02 6.2 or 6.036.3, 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 commercially own reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Perry Ellis International Inc)
Frustration of Closing Conditions. None of Parent, Purchaser or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 6.01 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 contemplated by this Agreement, as required by and subject to Section 5.03Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golden State Vintners Inc)
Frustration of Closing Conditions. None of the Company, the Parent or Sub the Purchaser may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 7.1 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 contemplated by this AgreementTransactions, as required by and subject to Section 5.036.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (HeartWare International, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1, 6.02 Section 7.2 or 6.03Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith 's breach of Section 6.8(a) or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.8(b).
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03, or by such party's breach of any other provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, on the one hand, or the Parent or Merger Sub on the other hand may rely on the failure of any condition set forth in Section 6.01Sections 8.01, 6.02 8.02 or 6.038.03, 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 efforts to consummate the Merger and the other transactions contemplated by comply with any provision of this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01Sections 5.01, 6.02 5.02 or 6.035.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith breach of Section 4.02 or to use its commercially reasonable efforts to consummate the Merger and the any other transactions contemplated by provision of this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Samples: Arrangement Agreement (Cognos Inc)
Frustration of Closing Conditions. None of the Company, Guarantor, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Water Works Company, Inc.)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1, 6.02 Section 7.2 or 6.03Section 7.3, 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 contemplated by this Agreement, as required by and subject to Section 5.036.9.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated contem plated by this Agreement, as required by and subject to Section 5.035.05.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Business Machines Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to perform any of its obligations under this Agreement, to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.036.03.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applebees International Inc)
Frustration of Closing Conditions. None of Parent, Acquisition Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CTB International Corp)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith 's breach of Section 5.03 or to use its commercially reasonable efforts to consummate the Merger and the any other transactions contemplated by provision of this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub Purchaser may rely on the failure of any condition set forth in Section 6.01, 6.02 7 or 6.03, as the case may be, Annex I to be satisfied if such failure was proximately caused by the failure of such party’s failure Party to act in good faith perform any of its covenants, obligations or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by agreements under this Agreement, as required by and subject to Section 5.03.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Constellation Pharmaceuticals Inc)
Frustration of Closing Conditions. None of the Company, the Parent or Sub the Purchaser may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 7.1 and Section 7.2 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 contemplated by this AgreementTransactions, as required by and subject to Section 5.036.8.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.1, 6.02 Section 7.2 or 6.03Section 7.3, 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 contemplated by this Agreement, as required by and subject to Section 5.036.8(a).
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent the Acquiror or the Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 Section 6.2, or 6.03Section 6.3, as the case may be, to be satisfied satisfied, if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to breach of Section 5.035.5.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent Lucent or Sub Acquisition may rely on the failure of any condition set forth in Section 6.01Sections 6.1, 6.02 6.2 or 6.036.3, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Option Agreement, as required by and subject to Section 5.03.5.5
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lucent Technologies Inc)
Frustration of Closing Conditions. None of Parent, Purchaser or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, 7.01 to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable best efforts to consummate the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.036.02.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unigraphics Solutions Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.. Table of Contents
Appears in 1 contract
Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Sub Company may rely on the failure of any condition set forth in Section 6.017.01, 6.02 or 6.03Section 7.02 and Section 7.03, as the case may beapplicable, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this AgreementMerger, as required by and subject to Section 5.036.03.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internet Commerce Corp)
Frustration of Closing Conditions. None of the Company, --------------------------------- Parent or Sub may rely on the failure of any condition set forth in Section 6.016.1, 6.02 Section 6.2 or 6.03Section 6.3, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.5.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 comply with its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to obligations under Section 5.035.05.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Collateral Therapeutics Inc)
Frustration of Closing Conditions. None of Neither the Company, Parent or Sub nor the --------------------------------- Company may rely on the failure of any condition set forth in Section 6.01, 6.02 6.1 or 6.03----------- Section 6.2, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementTransactions, as required by and subject to Section 5.03.5.6. -----------
Appears in 1 contract
Frustration of Closing Conditions. None of Neither the Company, Company nor Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.035.05.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allied Riser Communications Corp)
Frustration of Closing Conditions. None of the Company, Parent the Buyer or Sub the Transitory Subsidiary may rely on the failure of any condition set forth in Section 6.01, 6.02 7.2 or 6.037.3, 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 the standard of efforts required from such party to consummate the Merger and the other transactions contemplated by this Agreement, including as required by and subject to Section 5.03Sections 5.3, 5.4 and 6.6.
Appears in 1 contract
Samples: Terms Agreement (Airvana Inc)
Frustration of Closing Conditions. None of the ---------------------------------- Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, 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 commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement and the Option Agreement, as required by and subject to Section 5.035.05.
Appears in 1 contract
Samples: Merger Agreement (Centocor Inc)
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 Section 7.02, or 6.03Section 7.03, 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 contemplated by this Agreement, as required by and subject to Section 5.036.03, or by such party’s breach of any other provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.017.01, 6.02 7.02 or 6.037.03, 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 contemplated by this Agreement, Transactions as required by and subject to Section 5.036.03.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Readers Digest Association Inc)
