Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, 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 party’s breach in any material respect of any provision of this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Midwest Holding Inc.), Agreement and Plan of Merger (Realnetworks Inc), Agreement and Plan of Merger (OneWater Marine Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s willful and intentional material breach in of any material respect of any provision of this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (SemGroup Corp), Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (McMoran Exploration Co /De/)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, as a basis either for not consummating the Merger Transactions, including the Merger, or terminating this Agreement and abandoning the other transactions contemplated by this AgreementTransactions, including the Merger, on the failure of any condition set forth in Section 6.01Section(s) 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in of any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Transactions, including the Merger, as required by and subject to Section 5.6.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (DPL Inc), Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Vertro, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, Company nor Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by Transactions or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.017.01 (Conditions to Each Party’s Obligation to Effect the Merger), Section 6.02, 7.02 (Conditions to Obligations of Parent and Merger Sub) or Section 6.037.03 (Conditions to Obligation of the Company), as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Anixter International Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by this AgreementAgreement or terminating this Agreement and abandoning the Merger and the other transactions contemplated hereby, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by a material breach of this Agreement by such party’s breach , or in any material respect the case of any provision of this AgreementParent or Sub, by either Parent or Sub.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (PMC Sierra Inc), Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (PMC Sierra Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.019.01, Section 6.02, 9.02 or Section 6.039.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure in any material respect to use the standard of efforts required from such Party to consummate the Merger and the other transactions contemplated hereby.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.), Agreement and Plan of Merger (Carmike Cinemas Inc), Agreement and Plan of Merger (Amc Entertainment Inc)
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub or the Company may rely, either as a basis for not consummating the Merger or any of the other transactions contemplated by this AgreementAgreement or terminating this Agreement and abandoning the Merger, on the failure of any a condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VI to be satisfied if such failure was caused by such party’s breach failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur as required by this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (At Home Group Inc.), Agreement and Plan of Merger (Control4 Corp), Agreement and Plan of Merger (Ultimate Software Group Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.2(f), as the case may be, to be satisfied if such failure was caused by such party’s willful and intentional material breach in of any material respect of any provision of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Southern Union Co)
Frustration of Closing Conditions. Neither the Company, Parent, Company nor Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by Transactions or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this AgreementAgreement or such party’s failure to comply with its obligations hereunder contributes in any material respect to the failure of such condition to be satisfied.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in Willful and Material Breach of any material respect of any provision of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Coherent Inc)
Frustration of Closing Conditions. Neither the Company, Parent, Company nor Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s willful and intentional material breach in of any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Noble Corp), Agreement and Plan of Merger (Ensco PLC), Agreement and Plan of Merger (Atwood Oceanics Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger Merger, or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, respectively, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such the failure was caused to perform any material obligation required to be performed by such party’s breach in any material respect party has been the primary cause of any provision the failure of this Agreementsuch condition.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Diamond Offshore Drilling, Inc.), Agreement and Plan of Merger (Diamond Offshore Drilling, Inc.), Agreement and Plan of Merger (Noble Corp PLC)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or the other transactions contemplated by this AgreementAgreement or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused primarily by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Verso Paper Corp.), Agreement and Plan of Merger (NewPage Holdings Inc.)
Frustration of Closing Conditions. Neither the Company, None of Parent, Acquisition Sub or Merger Sub the Company may rely, rely either as a basis for not consummating the First Merger or any of the other transactions contemplated by hereby or terminating this Agreement, Agreement and abandoning the Mergers on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, Article VII to be satisfied if such failure was primarily caused by such party’s breach in failure to perform or comply with any material respect of any provision of its obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Barings BDC, Inc.), Agreement and Plan of Merger (Alcentra Capital Corp), Agreement and Plan of Merger (Crescent Capital BDC, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or the other transactions contemplated by for terminating this AgreementAgreement pursuant to ARTICLE VII, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to perform any covenant or obligation under or breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, 8.2 or Section 6.038.3, as the case may be, to be satisfied if such failure was caused by primarily due to such partyParty’s breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Domtar CORP), Agreement and Plan of Merger (Resolute Forest Products Inc.), Agreement and Plan of Merger (Domtar CORP)
Frustration of Closing Conditions. Neither None of the CompanyAcquirors, Parent, or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, Company may rely on the any failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article 7 to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement or, as applicable, the Real Estate Purchase Agreement or the Disaffiliation Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, as a basis either for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Section(s) 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in of any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.8.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.5.
Appears in 3 contracts
Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), Merger Agreement (Biotel Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.037.1, as the case may be, to be satisfied if such failure was caused in any material respect by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use such efforts to consummate the Merger and the other transactions contemplated hereby as required by Section 6.4.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bankrate, Inc.), Agreement and Plan of Merger (Bankrate Inc), Agreement and Plan of Merger (Bankrate Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.01, Section 6.027.02, or Section 6.037.03, as the case may be, to be satisfied if such failure was primarily caused by such party’s breach in any material respect of any provision of this Agreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 6.09.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (King Luther Capital Management Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.6.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wj Communications Inc), Agreement and Plan of Merger (Osi Restaurant Partners, Inc.), Agreement and Plan of Merger (Triquint Semiconductor Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by hereby or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.018.1, Section 6.02, 8.2 or Section 6.038.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Healthequity, Inc.), Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Pantry Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in Willful and Material Breach of any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PNK Entertainment, Inc.), Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.6.
Appears in 2 contracts
Samples: __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian Corp /De/), Agreement and Plan of Merger (Comdata Network, Inc. Of California)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor ETP may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s willful or intentional material breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Energy Transfer Partners, L.P.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wilshire Enterprises Inc), Agreement and Plan of Merger (Jekogian Iii Nickolas W)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in of any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.9.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rri Energy Inc), Agreement and Plan of Merger (Mirant Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor ETP may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s willful and intentional material breach in of any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger (Sunoco Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.019.01, Section 6.02, 9.02 or Section 6.039.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure in any material respect to use the standard of efforts required from such Party to consummate the Merger and the other Transactions.
Appears in 2 contracts
Samples: Voting and Support Agreement (Transocean Ltd.), Voting and Support Agreement (Transocean Ltd.)
Frustration of Closing Conditions. Neither the None of Company, Parent, Parent or Merger Sub the Purchaser may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of failure to use reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dreams Inc), Agreement and Plan of Merger (Dreams Inc)
Frustration of Closing Conditions. Neither the Company, None of Parent, Acquisition Sub or Merger Sub the Company may rely, rely either as a basis for not consummating the First Merger or any of the other transactions contemplated by hereby or terminating this Agreement, Agreement and abandoning the Mergers on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, Article VII to be satisfied if such failure was caused by such party’s breach failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur as required by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Portman Ridge Finance Corp), Agreement and Plan of Merger (Harvest Capital Credit Corp)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by hereby or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Belk Inc), Agreement and Plan of Merger (Saks Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, or Section 6.036.2 and 6.3, as the case may be, to be satisfied if and to the extent such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure to use all reasonable best efforts to consummate the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger, terminating this Agreement and abandoning the Merger or preventing the other transactions contemplated by party from exercising its rights to terminate this AgreementAgreement under Section 7.1, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of this Agreement or any provision of this Agreementcovenant set forth herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Waste Industries Usa Inc), Agreement and Plan of Merger (Goldman Sachs Group Inc/)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.019.01, Section 6.02, 9.02 or Section 6.039.03, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure in any material respect to use the standard of efforts required under this Agreement from such party to consummate the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maidenform Brands, Inc.), Agreement and Plan of Merger (Hanesbrands Inc.)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or any Merger Sub may rely, either as a basis for not consummating the Merger Mergers or the other transactions contemplated by this AgreementAgreement or terminating this Agreement and abandoning the Mergers and the other transactions contemplated hereby, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by a material breach of this Agreement by such party’s breach , or in the case of Parent or any material respect of Merger Sub, by either Parent or any provision of this AgreementMerger Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sungard Capital Corp Ii), Agreement and Plan of Merger (Fidelity National Information Services, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s intentional and material breach in of any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alcoa Inc.), Agreement and Plan of Merger (Rti International Metals Inc)
Frustration of Closing Conditions. Neither the Company, Parent, Company nor Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by Transactions or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cubic Corp /De/), Agreement and Plan of Merger (Navigant Consulting Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreementhereby, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VII to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement..
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Battalion Oil Corp), Agreement and Plan of Merger (Battalion Oil Corp)
Frustration of Closing Conditions. Neither the Company, Parenton the one hand, nor Parent or Merger Sub Sub, on the other, may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Surgical Holdings Inc), Agreement and Plan of Merger (Airnet Systems Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.037.1, as the case may be, to be satisfied if such failure was caused in any material respect by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use such efforts to consummate the Merger and the other transactions contemplated hereby as required by Section 6.10.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wabash National Corp /De), Agreement and Plan of Merger (Supreme Industries Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by hereby, or as a basis for terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VII to be satisfied satisfied, if such failure was principally caused by such party’s breach in any material respect of any provision of this Agreement, failure to act in good faith or failure to use its reasonable best efforts to consummate the Merger or the other transactions contemplated hereby in accordance with Section 6.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Industrial Logistics Properties Trust), Agreement and Plan of Merger (Monmouth Real Estate Investment Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger Integrated Mergers or terminating this Agreement and abandoning the other transactions contemplated by this AgreementIntegrated Mergers, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s willful and material breach in of any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Berry Plastics Group Inc), Agreement and Plan of Merger (Aep Industries Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carrizo Oil & Gas Inc), Agreement and Plan of Merger (Callon Petroleum Co)
Frustration of Closing Conditions. Neither the Company, Parenton the one hand, nor Parent or Merger Sub Sub, on the other hand, may rely, either as a basis for not consummating the Merger or for terminating this agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this article VI to be satisfied if such failure was caused by such party’s breach in any material of, or failure to perform with respect of to, any provision of this Agreementagreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Carbon Black, Inc.)
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub or the Company may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any a condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VII to be satisfied if such failure was caused by such partyParty’s breach failure to act in any material respect of any provision of good faith or to use the requisite efforts to cause the Closing to occur as required by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transphorm, Inc.), Agreement and Plan of Merger (Medallia, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement or failure 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 5.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vestar Capital Partners v L P), Agreement and Plan of Merger (Radiation Therapy Services Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the First Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementFirst Merger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the First Merger and the other transactions contemplated hereby, as required by and subject to Section 5.1(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Urs Corp /New/), Agreement and Plan of Merger (Washington Group International Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach in any material respect of any provision of this AgreementAgreement or breach of the requirement to use efforts in accordance with Section 5.4(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kroger Co), Agreement and Plan of Merger (Harris Teeter Supermarkets, Inc.)
Frustration of Closing Conditions. Neither None of the Company, SPAC, Parent, or Merger Sub may rely, either as a basis for not consummating the Transactions or terminating this Agreement and abandoning the Merger or the other transactions contemplated by this Agreement, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VIII to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (IG Acquisition Corp.), Business Combination Agreement (Lionheart III Corp)
Frustration of Closing Conditions. Neither the Company, Parenton the one hand, nor Parent or Merger Sub Sub, on the other hand, may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VI to be satisfied if such failure was caused by such party’s breach in any material of, or failure to perform with respect of to, any provision of this Agreement, including Section 5.7 and Section 5.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Qumu Corp), Agreement and Plan of Merger (Papa Murphy's Holdings, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 7.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in Willful Breach of any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 6.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Constellation Energy Group Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Articles V, Section 6.02, VI or Section 6.03VII, as the case may be, to be satisfied if such failure was caused by such relying party’s breach in any material respect of any provision of this AgreementAgreement or failure to use all best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 4.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Narrowstep Inc), Agreement and Plan of Merger (Onstream Media CORP)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.01, Section 6.02, 7.02 or Section 6.037.03, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to perform any covenant or obligation under or breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ashland Inc.), Agreement and Plan of Merger (Hercules Inc)
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub or the Company may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any a condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VII to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of or other failure to comply with or perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KnowBe4, Inc.), Agreement and Plan of Merger (Vepf Vii SPV I, L.P.)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub Subsidiary may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 7.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s 's breach in any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 6.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (American Medical Security Group Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Sub, nor the Company may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as applicable and as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of, or failure of such party to perform its obligations under, this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SPAR Group, Inc.), Agreement and Plan of Merger (SPAR Group, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use all reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by Section 6.1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ruthigen, Inc.), Agreement and Plan of Merger (PLC Systems Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure in any material respect to use the standard of efforts required from such Party to consummate the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this AgreementAgreement or breach of the requirement to use efforts in accordance with Section 5.6(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metals Usa Holdings Corp.), Agreement and Plan of Merger (Reliance Steel & Aluminum Co)
Frustration of Closing Conditions. Neither the Company, None of Parent, Acquisition Sub or Merger Sub the Company may rely, rely either as a basis for not consummating the First Merger or any of the other transactions contemplated by this Agreement, Agreement or terminating this Agreement and abandoning the Mergers on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, Article VII to be satisfied if such failure was caused by such party’s breach failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur as required by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OHA Investment Corp), Agreement and Plan of Merger (Portman Ridge Finance Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.037.1, as the case may be, to be satisfied if such failure was caused in any material respect by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use such efforts to consummate the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (Trans Energy Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Buyer or Merger Sub may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 7.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by any breach of a covenant, agreement, representation or warranty of this Agreement by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, Company may rely on the failure of any condition to its obligation to consummate the Merger set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach failure (subject, in any material respect the case of any provision of Parent and Merger Sub, to Section 5.7(c)) to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this AgreementAgreement or otherwise comply with Section 5.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Burlington Northern Santa Fe Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use all reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.05.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach in any material respect of any provision of this AgreementAgreement or breach of the requirement to use efforts in accordance with Section 5.5(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frischs Restaurants Inc)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Continuation (except to the extent such consummation would violate applicable Law), the Merger or the other transactions contemplated by Transactions or for terminating this AgreementAgreement and abandoning any of the Transactions, on the failure of any condition set forth in Section 6.01, Section 6.02, Section 6.03 or Section 6.036.04, as the case may be, to be satisfied if such failure was primarily caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub or the Company may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any a condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VII to be satisfied if such failure was primarily caused by such partyParty’s breach in any material respect of any provision of failure to use the requisite efforts to cause the Closing to occur as required by this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or as a basis for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03this Article VII, as the case may be, to be satisfied if such failure was caused by any action or omission of such party’s breach in any material respect party of any provision of its Affiliates, including those that may give rise to a breach of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Embark Technology, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement was the primary cause for such failure.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TRW Automotive Holdings Corp)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such A-51 failure was caused by such party’s willful and intentional material breach in of any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use such efforts as may be required by Section 5.06 to consummate the Merger and the other transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Suncom Wireless Holdings, Inc.)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GX Acquisition Corp.)
Frustration of Closing Conditions. Neither None of the CompanyBuyer, Parent, or Merger Sub or Holdings may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Guild Holdings Co)
Frustration of Closing Conditions. Neither the None of Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 8.1, Section 6.02, 8.2 or Section 6.038.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of failure to use reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 7.4.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, None of Parent, or Merger Sub or the Company may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition of the conditions set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, Article 9 to be satisfied if such failure was caused by such party’s violation or breach in any material respect of any provision of this Agreement.Agreement or failure in any material respect to use the standard of efforts required from such party to consummate the Merger and the other transactions contemplated hereby. 66
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tribune Publishing Co)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 7.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure in any material respect to use the standard of efforts required from such Party to consummate the Merger and the other transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s (including, with respect to Parent and Merger Sub, Siemens Parent’s) breach in any material respect of any provision of this AgreementAgreement (including Section 5.6) or the Letter of Support.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ProSight Global, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was primarily caused by such partyParty’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or the other transactions contemplated by this AgreementAgreement or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.017.1, Section 6.02, 7.2 or Section 6.037.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this Agreement.Agreement was the primary cause of such failure. ARTICLE VIII
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diversified Restaurant Holdings, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.037.1, as the case may be, to be satisfied if such failure was caused in 61 any material respect by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use such efforts to consummate the Merger and the other transactions contemplated hereby as required by Section 6.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Parallel Petroleum Corp)
Frustration of Closing Conditions. Neither the Company, None of Parent, Acquisition Sub, Acquisition Sub 2 or Merger Sub the Company may rely, rely either as a basis for not consummating the First Merger or any of the other transactions contemplated by hereby or terminating this Agreement, Agreement and abandoning the Mergers on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, Article VII to be satisfied if such failure was caused by such party’s breach failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur as required by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Crescent Capital BDC, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Sub, Merger LLC, nor the Company may rely, as a basis for not consummating in connection with any claim that it has no obligation to effect the Merger or the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement's failure to comply with its obligations to consummate the Merger and the other Transactions.
Appears in 1 contract
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in of any material respect of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 5.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KLX Energy Services Holdings, Inc.)
Frustration of Closing Conditions. Neither the Company, Parent, or Parent nor Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, rely on the failure of any condition set forth in Section 6.01, Section 6.02, 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or the Merger Sub Subs nor the Companies may rely, either as a basis for not consummating the Merger or the other transactions contemplated by this AgreementAgreement or for terminating this Agreement and abandoning the transactions contemplated hereby, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.1 or Section 6.036.2, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Perrigo Co)
Frustration of Closing Conditions. Neither the Sole Stockholder, the Company, Parent, or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, on the failure of any condition set forth in Section 6.017.01, Section 6.027.02, or Section 6.037.03, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub Subsidiary may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if such failure was caused by such party’s 's breach in any material respect of any provision of this Agreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.5.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub may rely, as a basis for not consummating the Merger or the other transactions contemplated by this Agreement, 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 material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parenton the one hand, nor Parent or Merger Sub Sub, on the other hand, may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01, Section 6.02, or Section 6.03, as the case may be, this Article VI to be satisfied if such failure was caused by such party’s breach in any material of, or failure to perform with respect of to, any provision of this Agreement, including Section 5.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dover Motorsports Inc)
Frustration of Closing Conditions. Neither the Company, Parent, or Merger Sub Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition set forth in Section 6.01Sections 6.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied if and to the extent such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use its requisite efforts to consummate the Merger and the other transactions contemplated by this Agreement as required by and subject to Section 5.6.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, Company nor Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by Transactions or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 6.01, Section 6.02, 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this AgreementAgreement or such party’s failure to comply with its obligations hereunder contributes in any material respect to the failure of such condition to be satisfied.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Company, Parent, Company nor Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other transactions contemplated by Transactions or terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section Section 6.01, Section 6.02, Section 6.02 or Section Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this AgreementAgreement or such party’s failure to comply with its obligations hereunder contributes in any material respect to the failure of such condition to be satisfied.
Appears in 1 contract
Samples: Plan of Merger (MTS Systems Corp)
Frustration of Closing Conditions. Neither None of Parent, Buyer or Merger Sub, on the one hand, nor the Company, Parent, or Merger Sub may rely, as a basis for not consummating the Merger or on the other transactions contemplated by this Agreementhand, may rely on the failure of any condition set forth in Section 6.016.1, Section 6.02, 6.2 or Section 6.036.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such partyParty’s breach in any material respect of any provision of failure to comply with its obligations to consummate the Merger or the other Transactions to the extent required by this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither None of the Company, Parent, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the other transactions contemplated by this AgreementMerger, on the failure of any condition conditions set forth in Section 6.01Sections 8.1, Section 6.02, or Section 6.038.2 and 8.3 of this Agreement, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or the failure to use reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 7.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SGX Pharmaceuticals, Inc.)
