Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, 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 15 contracts
Samples: Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (Ready Capital Corp), Agreement and Plan of Merger (Range Resources Corp)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 or 7.3, 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.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Concho Resources Inc), Agreement and Plan of Merger (Eclipse Resources Corp), Agreement and Plan of Merger (Chesapeake Energy Corp)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, 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.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (CSRA Inc.), Agreement and Plan of Merger
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Mergers or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 7.2, or 7.3, 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.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Oasis Petroleum Inc.), Agreement and Plan of Merger (Oasis Petroleum Inc.), Agreement and Plan of Merger (Permian Resources Corp)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 7.2, or 7.3, 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.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (HighPoint Resources Corp), Registration Rights Agreement (Bonanza Creek Energy, Inc.)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.18.1, 7.2 8.2 or 7.38.3, 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 5 contracts
Samples: Agreement and Plan of Merger (Noble Energy Inc), Agreement and Plan of Merger (Anadarko Petroleum Corp), Agreement and Plan of Merger (Anadarko Petroleum Corp)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, 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 contributed materially to such failure.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ellington Financial Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.), Agreement and Plan of Merger (Aditxt, Inc.)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger Mergers or for terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, 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 covenant or agreement of this Agreement.
Appears in 4 contracts
Samples: Voting Trust Agreement (Canadian Pacific Railway LTD/Cn), Agreement and Plan of Merger (Canadian Pacific Railway LTD/Cn), Agreement and Plan of Merger (Canadian Pacific Railway LTD/Cn)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Transactions or for terminating this AgreementAgreement and abandoning the Transactions, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, 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 4 contracts
Samples: Agreement and Plan of Merger (EnerJex Resources, Inc.), Agreement and Plan of Merger (Stratex Oil & Gas Holdings, Inc.), Agreement and Plan of Merger (EnerJex Resources, Inc.)
Frustration of Closing Conditions. None of the parties No party to this Agreement may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, Article 7 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 the efforts to consummate the Merger and the other transactions contemplated hereby that are required by Article 6.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CreXus Investment Corp.), Agreement and Plan of Merger (Armour Residential REIT, Inc.), Agreement and Plan of Merger (Javelin Mortgage Investment Corp.)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Mergers or for terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s willful and intentional breach in of any material respect of any provision of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Oasis Midstream Partners LP), Agreement and Plan of Merger (Oasis Midstream Partners LP)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vine Energy Inc.), Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Chesapeake Energy Corp)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Company Merger or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 7.2, or 7.3, 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ranger Oil Corp), Agreement and Plan of Merger (Ranger Oil Corp), Agreement and Plan of Merger (Baytex Energy Corp.)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Transactions or for terminating this AgreementAgreement and abandoning the Transactions, on the failure of any condition set forth in Section 7.16.1, 7.2 6.2 or 7.36.3, as the case may be, to be satisfied if such failure was proximately caused by a material breach of this Agreement by such party’s breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement, Administration Agreement (Full Circle Capital Corp), Registration Rights Agreement
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, 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 (Hess Corp), Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Chevron Corp)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1, 7.2 Section 7.2, or Section 7.3, as the case may be, to be satisfied if such failure was caused principally by such partyParty’s breach in failure to perform any material respect of any provision of its obligations under this Agreement.
Appears in 3 contracts
Samples: Transaction Agreement (Endeavor Group Holdings, Inc.), Transaction Agreement (New Whale Inc.), Transaction Agreement (World Wrestling Entertainmentinc)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, 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 (Ellington Financial Inc.), Agreement and Plan of Merger (Ellington Financial Inc.), Agreement and Plan of Merger (Arlington Asset Investment Corp.)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, 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 covenant of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cimarex Energy Co), Agreement and Plan of Merger (Resolute Energy Corp), Agreement and Plan of Merger (SRC Energy Inc.)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Mergers or for the other transactions contemplated hereby or terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, 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 this Agreementgood faith or to use reasonable best efforts to consummate the Mergers and the other transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ps Business Parks, Inc./Md), Agreement and Plan of Merger (QTS Realty Trust, Inc.), Agreement and Plan of Merger (GPT Operating Partnership LP)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, 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 covenant or agreement of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kansas City Southern), Agreement and Plan of Merger (Canadian National Railway Co)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Mergers or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 Section 7.2, or Section 7.3, 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ritchie Bros Auctioneers Inc), Agreement and Plan of Merger and Reorganization (IAA, Inc.)
Frustration of Closing Conditions. None of the parties hereto may rely, either as a basis for not consummating the Merger Mergers or for terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.16.1, 7.2 6.2 or 7.36.3, 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 Mergers and the other transactions contemplated hereby, as required by and subject to Section 5.6.
Appears in 2 contracts
Samples: Agreement and Plan of Mergers (Gemstar Tv Guide International Inc), Agreement and Plan of Mergers (Macrovision Corp)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for either not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, 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 covenant or agreement of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Instruments Corp), Agreement and Plan of Merger (Emerson Electric Co)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 8.1, 7.2 8.2 or 7.38.3, 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (WPX Energy, Inc.), Securities Purchase Agreement (WPX Energy, Inc.)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger, the Subsidiary Merger or for the other transactions contemplated by this Agreement or terminating this AgreementAgreement and abandoning the Merger or the Subsidiary Merger, on the failure of any condition set forth in Section 7.19.1, 7.2 Section 9.2 or 7.3Section 9.3, 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 (Xpedx Holding Co), Agreement and Plan of Merger (Xpedx Holding Co)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Integrated Mergers or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 6.1, 7.2 6.2 or 7.36.3, 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.
Appears in 2 contracts
Samples: Support Agreement (Penn Virginia Corp), Support Agreement (Lonestar Resources US Inc.)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, as the case may be, to be satisfied either as a basis for not consummating the Sale or any of the other transactions contemplated by this Agreement, or as a basis for terminating this Agreement, if such failure was caused by such partyPerson’s breach or its Affiliates’ failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nextera Energy Inc), Stock Purchase Agreement (Gulf Power Co)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Principal Transactions or for terminating this AgreementAgreement and abandoning the Principal Transactions, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, 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 2 contracts
Samples: Limited Liability Company Agreement (Berry Petroleum Co), Agreement and Plan of Merger
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 or 7.3, as the case may be, 7.3 to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Midstates Petroleum Company, Inc.), Agreement and Plan of Merger (Amplify Energy Corp)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 7.2, or 7.3, 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 (Terra Property Trust, Inc.), Agreement and Plan of Merger (Western Asset Mortgage Capital Corp)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, as the case may be, to be satisfied either as a basis for not consummating the Sale or any of the other transactions contemplated by this Agreement, or as a basis for terminating this Agreement, if such failure was caused by such partyPerson’s breach or its Affiliates’ failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gulf Power Co), Stock Purchase Agreement (Nextera Energy Inc)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, as the case may be, to be satisfied if such failure was caused by such party’s breach failure to perform and comply in any material respect of any provision of with the covenants and agreements in this AgreementAgreement prior to the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Benefit Street Partners Realty Trust, Inc.), Agreement and Plan of Merger (Capstead Mortgage Corp)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Mergers or for the other transactions contemplated hereby or terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, 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 (SmartStop Self Storage, Inc.), Agreement and Plan of Merger (Extra Space Storage Inc.)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this AgreementAgreement and abandoning the Transactions, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, 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 2 contracts
Samples: Assignment and Assumption Agreement (Graphic Packaging Holding Co), Assignment and Assumption Agreement (International Paper Co /New/)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s breach of any covenant or agreement of this Agreement in any material respect of any provision of this Agreementrespect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger (L3harris Technologies, Inc. /De/)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, as the case may be, to be satisfied either as a basis for not consummating the Sale or any of the other transactions contemplated by this Agreement, or as a basis for terminating this Agreement, if such failure was caused by such partyPerson’s breach or its Affiliates’ failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (Gulf Power Co), Stock Purchase Agreement (Chesapeake Utilities Corp)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 6.1, 7.2 6.2 or 7.36.3, 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kimball International Inc), Agreement and Plan of Merger (Kimball International Inc)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, 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.. 66
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Anworth Mortgage Asset Corp), Agreement and Plan of Merger (Anworth Mortgage Asset Corp)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.18.1, 7.2 8.2 or 7.38.3, as the case may be, to be satisfied if 67 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. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.1, 7.2 7.1(d) or Section 7.3, as the case may be, to be satisfied either as a basis for not consummating the Sale or any of the other transactions contemplated by this Agreement, or as a basis for terminating this Agreement, if such failure was caused by such partyPerson’s breach or its Affiliates’ failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Algonquin Power & Utilities Corp.)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Mergers or for terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.1Sections 6.1, 7.2 6.2 or 7.36.3, 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 commercially reasonable efforts to consummate the Mergers and the other transactions contemplated hereby, as required by and subject to Section 5.5.
Appears in 1 contract
Samples: Agreement and Plan of Mergers (Voyager Learning CO)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, 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 covenant or agreement of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United States Steel Corp)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger Transactions contemplated by this Agreement or for terminating this AgreementAgreement and abandoning the Transactions contemplated herein, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s breach in failure to use its reasonable best efforts to consummate the U.S. Share Transaction and the Merger or primarily due to the failure of such party to perform any material respect of any provision of its other obligations under this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No party to this Agreement may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied 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 commercially reasonable efforts to cause such condition to be satisfied.
Appears in 1 contract
Samples: Business Combination and Merger Agreement (Ares Management Lp)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger Mergers or for the other transactions contemplated hereby or terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, this Article 6 to be satisfied if such failure was proximately caused by such partyParty’s material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Revolution Medicines, Inc.)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger transactions contemplated hereby or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 6, 7.2 7, 8 or 7.39, 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: Stock Purchase Agreement (Penn National Gaming Inc)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southwestern Energy Co)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.1Articles VII, 7.2 VIII or 7.3IX, as the case may be, to be satisfied as a basis to terminate this Merger Agreement, if such failure was caused by such partyParty’s breach failure to act in any material respect of any provision of this Agreementgood faith or use commercially reasonable efforts to consummate the Closing and the transactions contemplated hereby.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.1, 7.2 7.1 or Section 7.3, as the case may be, to be satisfied either as a basis for not consummating the Sale or any of the other transactions contemplated by this Agreement, or as a basis for terminating this Agreement, if such failure was caused by such partyPerson’s breach or its Affiliates’ failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Owens Realty Mortgage, Inc.)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the First Merger, the Second Merger or for the other transactions contemplated by this Agreement or terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, as the case may be, to be satisfied if such failure was caused by such party’s Party's material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Computer Sciences Corp)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the First Merger, the Second Merger or for the other transactions contemplated by this Agreement or terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, 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 1 contract
Samples: Agreement and Plan of Merger (Sra International, Inc.)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition to its obligations to consummate the Merger set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may beapplicable, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this AgreementAgreement was the proximate cause of such failure.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused caused, in whole or in part, by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quality Distribution Inc)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.37.2(d), 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 covenant of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No party hereto may rely, either rely as a basis for not consummating the Merger or for terminating transactions contemplated by this Agreement, Agreement on the failure of any condition set forth in Section 7.1, 7.2 7.1 or 7.3Section 7.2, 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 AgreementAgreement or failure to comply with its obligations to consummate the transactions contemplated by this Agreement as required by and subject to Section 6.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PurposeBuilt Brands, Inc.)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 or 7.3, 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
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, Sections 7.1 or 7.2 or 7.3Exhibit A, as the case may be, to be satisfied if such failure was caused by such partyParty’s (or, in the case of Lion, a New Topco Party’s) breach in any material respect of any provision representation, warranty, covenant or agreement set forth in this Agreement was the principal cause of this Agreementsuch failure.
Appears in 1 contract
Samples: Transaction Agreement (Livent Corp.)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or as a basis for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition conditions set forth in Section 7.17.1, 7.2 Section 7.2 or 7.3Section 7.3, as the case may be, to be satisfied satisfied, if such failure was caused by such party’s 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 from such Party to consummate the Merger and the other transactions contemplated hereby.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2, or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused principally by such partyParty’s breach in failure to perform any material respect of any provision of its obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Landos Biopharma, Inc.)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 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 breach in any material respect of any provision covenant or agreement of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Univar Solutions Inc.)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 6.1, 7.2 6.2 or 7.36.3, 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.. ARTICLE VII TERMINATION 7.1
Appears in 1 contract
Samples: 96592628v24 Agreement and Plan of Merger (Hni Corp)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, 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 covenant or agreement of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Interactive Intelligence Group, Inc.)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this AgreementMerger, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was proximately caused by such partyParty’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.19.1, 7.2 Section 9.2 or 7.3Section 9.3, 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, including to use its reasonable best efforts to consummate the Transactions as required by and subject to the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Western Life Group, Inc.)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s breach of any covenant or agreement of this Agreement in any material respect of any provision of this Agreementrespect.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, 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
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 or 7.3, 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 cause of, or materially contributed to or resulted in such failure.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamondback Energy, Inc.)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 8.01, 7.2 8.02 or 7.38.03, 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 Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 6.1, 7.2 6.2 or 7.36.3, 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 1 contract
Samples: Agreement and Plan of Merger (Comstock Resources Inc)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, 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.. ARTICLE VIII
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Two Harbors Investment Corp.)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or as a basis for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition conditions set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied 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 (Stillwater Mining Co /De/)
Frustration of Closing Conditions. None of Notwithstanding anything in this Agreement to the parties contrary, neither party may rely, either as a basis for not consummating the Merger or for terminating terminate this Agreement, Agreement by relying on the failure of any condition set forth in Section 7.1, 7.2 7.1 or 7.37.2, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of failure to comply with any provision of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this Agreement, on the failure of any condition set forth in Section 7.18.1, 7.2 8.2 or 7.38.3, 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: Purchase and Sale Agreement (Occidental Petroleum Corp /De/)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied to excuse such party's obligation to effect the Mergers if such failure was caused caused, in whole or in part, by such party’s 's breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Contemplated Transactions or for terminating this AgreementAgreement and abandoning the Contemplated Transactions, on the failure of to satisfy any condition set forth in Section 7.18.01, 7.2 Section 8.02 or 7.3Section 8.03, 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 to use reasonable best efforts to consummate the Contemplated Transactions as required by and subject to Section 6.05.
Appears in 1 contract
Samples: Equity Purchase Agreement (Amneal Pharmaceuticals, Inc.)
