General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Apria Healthcare Group Inc), Acquisition Agreement and Plan of Merger (Envestnet, Inc.), Agreement and Plan of Merger (Document Sciences Corp)
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Infor, Inc.), Agreement and Plan of Merger (NICE Ltd.), Agreement and Plan of Merger (Endocare Inc)
General Conditions. The respective obligations of each party the Parties to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in a writing signed by any party all Parties, in its the sole discretion (provided that such waiver shall only be effective as to the obligations of such party):each Party:
Appears in 3 contracts
Samples: Share and Asset Purchase Agreement (Yahoo Inc), Share and Asset Purchase Agreement (Alibaba Group Holding LTD), Share and Asset Purchase Agreement (Alibaba Group Holding LTD)
General Conditions. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Lawlaw, be waived in writing by any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Interactive Strength, Inc.), Asset Purchase Agreement (Interactive Strength, Inc.), Asset Purchase Agreement (Interactive Strength, Inc.)
General Conditions. The respective obligations of each party Acquiror, Sub and the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any such party in its sole discretion (provided discretion; provided, that such waiver shall only be effective as to the obligations rights of such party)::
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mellanox Technologies, Ltd.), Agreement and Plan of Merger (PMC Sierra Inc), Agreement and Plan of Merger (Ezchip Semiconductor LTD)
General Conditions. The respective obligations of each party Party to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party Purchaser or Sellers’ Representative, as applicable, based on the Party whose obligation is subject to such condition, in each case, in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):discretion:
Appears in 2 contracts
Samples: Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.)
General Conditions. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfollowing conditions, at or unless waived in writing prior to the Closing, of each of the following conditions, any of which may, to the extent permitted Closing Date by applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party)::
Appears in 2 contracts
Samples: Stock Purchase Agreement (Castellum, Inc.), Stock Purchase Agreement (Castellum, Inc.)
General Conditions. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc), Securities and Asset Purchase Agreement (KAMAN Corp)
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
Appears in 2 contracts
Samples: Contribution Agreement (EQT Midstream Partners, LP), Agreement and Plan of Merger (EQT Midstream Partners, LP)
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement Merger shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthtronics, Inc.), Agreement and Plan of Merger (Endocare Inc)
General Conditions. The respective obligations of each party to consummate each of the transactions Transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
Appears in 2 contracts
Samples: Contribution and Sale Agreement (EQT Midstream Partners, LP), Contribution and Sale Agreement
General Conditions. The respective obligations of each party the Parties to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable LawLaws, be waived in a writing signed by any party all Parties, in its the sole discretion (provided that such waiver shall only be effective as to the obligations of such party):each Party:
Appears in 2 contracts
Samples: Framework Agreement (JD.com, Inc.), Framework Agreement (JD.com, Inc.)
General Conditions. The respective obligations of each party the Parties to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be conditions unless waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):all Parties:
Appears in 1 contract
General Conditions. The respective obligations of each party Party to consummate the transactions contemplated by this Agreement herein shall be subject to the fulfillment, at or prior to the applicable Initial Closing or Milestone Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party Party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such each party’s waiver shall only be effective insofar as such condition relates to the obligations of such partyits own obligations):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rubicon Project, Inc.)
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Duckhorn Portfolio, Inc.)
General Conditions. The respective obligations of each party Party to consummate the transactions contemplated by this Agreement herein shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Lawlaw, be waived in writing by any party Party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such partyParty):
Appears in 1 contract
Samples: Private Placement Agreement (Therapix Biosciences Ltd.)
General Conditions. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfollowing conditions, at or unless waived in writing prior to the Closing, of Closing Date by each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party)::
Appears in 1 contract
Samples: Agreement and Plan of Merger (HSW International, Inc.)
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Williams Partners L.P.)
General Conditions. The respective obligations of each party Party to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfulfilment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
General Conditions. The respective obligations of each party the Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party Party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such partyParty):
Appears in 1 contract
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived orally or in writing by any party in its sole discretion (provided provided, that such each party’s waiver shall only be effective insofar as to the obligations of such partycondition relates to its own obligations):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rubicon Project, Inc.)
General Conditions. The respective obligations of each party Party to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfulfilment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party Party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):Party): (a)
Appears in 1 contract
Samples: Execution Version Stock Purchase Agreement (Progress Software Corp /Ma)
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by Acquiror (with respect to the Company or any party Stockholder) or the Company (with respect to Acquiror or Sub) in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):discretion:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adept Technology Inc)
General Conditions. The respective obligations of each party hereto to consummate each of the transactions Transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Applicable Law, be waived in writing by any party hereto in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
Samples: Contribution and Sale Agreement (EQT Midstream Partners, LP)
General Conditions. The respective obligations of each party to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integral Systems Inc /Md/)
General Conditions. The respective obligations of each party Party to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party Party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such partyParty):
Appears in 1 contract
General Conditions. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
Samples: Securities Purchase Agreement (Mattress Firm Holding Corp.)
General Conditions. The respective obligations of each party the Company and the Noteholders to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any either party in its sole discretion (provided provided, that such waiver shall each party may only be effective as to waive an obligation of the obligations of such other party):
Appears in 1 contract
Samples: Debt Conversion Agreement (Vitesse Semiconductor Corp)
General Conditions. The respective obligations of each party to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
General Conditions. The respective obligations of each party the Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party either Buyer or Seller Group in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such each party’s waiver shall only be effective insofar as to the obligations of such partycondition relates to its own obligations):
Appears in 1 contract
General Conditions. The respective obligations of each party the parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
Samples: Contribution and Purchase Agreement (United Surgical Partners International Inc)
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion Acquiror (provided that such waiver shall only be effective as with respect to the obligations of such partyCompany or any Stockholder) or the Company (with respect to Acquiror or Sub):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adept Technology Inc)
General Conditions. The respective obligations of each party Party hereto to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentsatisfaction (or, to the extent legally permissible, waiver in writing), at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party)::
Appears in 1 contract
Samples: Stock Purchase Agreement (Nn Inc)
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):
Appears in 1 contract
General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations conditions for the benefit of such party):
Appears in 1 contract
