Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:
Appears in 61 contracts
Samples: Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger (Yelp Inc)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by under this Agreement are subject to the satisfaction, at or prior to before the ClosingClosing Date, of the following conditions:
Appears in 50 contracts
Samples: Stock Exchange Agreement (Jupiter Wellness, Inc.), Leak Out Agreement (Vinco Ventures, Inc.), Share Exchange Agreement (PostAds, Inc.)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfactionsatisfaction (or waiver), at or prior to the Closing, of the following conditions:
Appears in 19 contracts
Samples: Agreement and Plan of Merger (Century Therapeutics, Inc.), Agreement and Plan of Merger (Under Armour, Inc.), Agreement and Plan of Merger (Under Armour, Inc.)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement and the Related Agreements are subject to the satisfactionsatisfaction or written waiver by the Company, at or prior to the Closing, of the following conditions:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Medicines Co /De), Agreement and Plan of Merger (Volcano CORP), Agreement and Plan of Merger (Volcano Corp)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfactionsatisfaction (or waiver by the Company), at or prior to the Closing, of the following conditions:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Veracyte, Inc.), Escrow Agreement (MergeWorthRx Corp.), Agreement and Plan of Merger and Reorganization (Sorrento Therapeutics, Inc.)
Conditions Precedent to Obligations of the Company. The All obligations of the Company under this Agreement to effect consummate the Merger and otherwise consummate the other transactions contemplated by this Agreement hereby are subject to the satisfaction, satisfaction at or prior to the Closing, Closing Date of the following conditions:
Appears in 8 contracts
Samples: Agreement and Plan of Merger Reorganization (8x8 Inc /De/), Agreement and Plan of Merger (MoSys, Inc.), Agreement and Plan of Merger (Netlogic Microsystems Inc)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfactionsatisfaction or waiver, at or prior to the Closing, of the following conditions:
Appears in 7 contracts
Samples: Agreement and Plan of Merger and Reorganization (St. Bernard Software, Inc.), Agreement and Plan of Merger and Reorganization (MIGENIX Inc.), Escrow Agreement (Qualcomm Inc/De)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfactionsatisfaction (or waiver), at or prior to the Closing, of the following conditions:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Life360, Inc.), Agreement and Plan of Merger (Life360, Inc.), Agreement and Plan of Mergers (Splunk Inc)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by under this Agreement are subject to the satisfaction, at or prior to before the ClosingClosing Date, of the following conditions, to the extent not waived by the Company in writing:
Appears in 7 contracts
Samples: Share Exchange Agreement (American International Holdings Corp.), Share Exchange Agreement (Code Green Apparel Corp), Share Exchange Agreement (Probility Media Corp)
Conditions Precedent to Obligations of the Company. The obligations of the Company to complete the Closing and effect the Merger and otherwise consummate the transactions contemplated by Mergers under Article II of this Agreement are subject to the satisfaction, at satisfaction (or prior written waiver by the Company to the Closing, extent permitted by Law) of the following conditionsconditions precedent on or before the Effective Time:
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Global Payments Inc), Agreement and Plan of Merger (J M SMUCKER Co)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at satisfaction (or prior to waiver by the Closing, Company in writing) of the following conditionsconditions as of the Closing Date:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Viggle Inc.), Note Purchase Agreement (Caesars Acquisition Co), Agreement and Plan of Merger (Viggle Inc.)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement and the Related Agreements are subject to the satisfactionsatisfaction or written waiver, at or prior to the Closing, of the following conditions:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Applied Micro Circuits Corp), Agreement and Plan of Merger and Reorganization (Titan Corp)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by under this Agreement are subject to the satisfaction, at on or prior to before the ClosingClosing Date, of the following conditions:
Appears in 5 contracts
Samples: Share Exchange Agreement (Southern Its International, Inc.), Share Exchange Agreement (Yoshiharu Global Co.), Share Exchange Agreement (Sharing Services, Inc.)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement Transactions are subject to the satisfactionsatisfaction or waiver, at or prior to the Closing, of the following conditions:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Gray Television Inc), Escrow Agreement (Resmed Inc), Agreement and Plan of Merger (WEB.COM Group, Inc.)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfactionsatisfaction (or written waiver by the Company), at or prior to the Closing, of the following conditions:
Appears in 5 contracts
Samples: Amended and Restated Agreement and Plan of Merger (FlikMedia, Inc.), Agreement and Plan of Merger (CrossBox, Inc.), Voting Agreement (Endologix Inc /De/)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Escrow Agreement (Andataco), Agreement and Plan of Merger (Medical Device Alliance Inc), Employment Agreement (Ipl Systems Inc)
Conditions Precedent to Obligations of the Company. The obligations obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are is subject to the satisfactionsatisfaction (or waiver by the Company), at or prior to the Closing, of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Haemonetics Corp), Agreement and Plan of Merger (Smith & Wollensky Restaurant Group Inc), Agreement and Plan of Merger (Smith & Wollensky Restaurant Group Inc)
Conditions Precedent to Obligations of the Company. The obligations obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are is subject to the satisfaction, satisfaction at or prior to the Closing, Closing Date of each of the following conditions:
Appears in 3 contracts
Samples: Purchase Agreement (First Virtual Holdings Inc), Supplementary Purchase Agreement (Softbank Holdings Inc Et Al), Purchase Agreement (Softbank Holdings Inc Et Al)
Conditions Precedent to Obligations of the Company. The obligations obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are Contemplated Transactions is subject to the satisfactionsatisfaction or waiver by the Company, at or prior to the Closing, of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions transaction contemplated by this Agreement are subject to the satisfactionsatisfaction or waiver by the Company, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Amtec Inc), Stock Purchase Agreement (Communications Investors Group), Stock Purchase Agreement (Terremark Worldwide Inc)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by under this Agreement are subject to the satisfaction, at or prior to before the Closing, of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Share (CleanTech Innovations, Inc.), Agreement and Plan (TurkPower Corp), Agreement and Plan of Share Exchange (Advanced Cloud Storage, Inc.)
Conditions Precedent to Obligations of the Company. The obligations of the Company and Shareholder to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Award Software International Inc), Agreement and Plan of Merger and Reorganization (Award Software International Inc), Agreement and Plan of Merger and Reorganization (Award Software International Inc)
Conditions Precedent to Obligations of the Company. The obligations obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are Contemplated Transactions is subject to the satisfaction, or waiver by the Company, at or prior to before the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rivulet Media, Inc.), Agreement and Plan of Merger (Bio-Matrix Scientific Group, Inc.), Agreement and Plan of Merger (Tii Network Technologies, Inc.)
Conditions Precedent to Obligations of the Company. The obligations obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:
Appears in 2 contracts
Samples: Merger Agreement (Abb Asea Brown Boveri LTD), Merger Agreement (Paradigm Technology Inc /De/)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, or waiver by the Company, at or prior to the Closing, of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger And, Agreement and Plan of Merger And (Cavium, Inc.)
Conditions Precedent to Obligations of the Company. The obligations obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are Contemplated Transactions is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acelrx Pharmaceuticals Inc), Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc)
Conditions Precedent to Obligations of the Company. The obligations obligation of the Company to effect the Merger Exchange and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Share Exchange Agreement (Big Time Holdings, Inc.), Share Exchange Agreement (Big Time Holdings, Inc.)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfactionsatisfaction (or waiver by the Company), at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.), Agreement and Plan of Merger (Onyx Pharmaceuticals Inc)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are Contemplated Transactions shall be subject to the satisfaction, satisfaction at or prior to the Closing, Closing of the following conditions:, which may be expressly waived only in a writing signed by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Gilead Sciences Inc)
Conditions Precedent to Obligations of the Company. The -------------------------------------------------- obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:: 57
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger Transaction and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfactionsatisfaction or waiver, at or prior to the Closing, of the following conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
Conditions Precedent to Obligations of the Company. The obligations of the Company under this Agreement to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are Mergers shall be subject to the satisfaction, at or prior to the Closing, of all the following conditions, any one or more of which may be waived in writing at the option of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atlas Energy Solutions Inc.)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:conditions (except to the extent waived by the Company):
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Micronetics Inc)
Conditions Precedent to Obligations of the Company. The obligations obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions, and upon consummation of the Closing, all conditions herein shall be deemed satisfied and any liability for failure to satisfy any condition herein shall be precluded:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement and the Escrow Agreement are subject to the satisfactionsatisfaction or written waiver, at or prior to the Closing, of the following conditions:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are is subject to the satisfaction, satisfaction at or prior to the Closing, Initial Closing of each of the following additional conditions:
Appears in 1 contract
Samples: Subscription Agreement (First Reserve Corp /Ct/ /Adv)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect consummate the Merger and otherwise consummate effect the transactions contemplated by this Agreement hereby are subject to the satisfactionsatisfaction or, to the extent permitted by applicable Legal Requirements, wavier by the Company at or prior to the Closing, Closing Date of the following conditions:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditionsconditions and, by entry into this Agreement the Company hereby certifies that such conditions have been justified:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the satisfactionsatisfaction (or waiver), at or prior to the Closing, of the following conditions:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations of the Company under this Agreement to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are hereby shall be subject to the satisfactionsatisfaction or waiver, at or prior to the ClosingEffective Time, of the following conditions:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are is subject to the satisfaction, at satisfaction (or waiver by the Company) immediately prior to the Closing, Closing of each of the following additional conditions:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations of the Company and the Shareholder Representative to complete the Closing and effect the Merger and otherwise consummate the transactions contemplated by under Article II of this Agreement are subject to the satisfaction, at satisfaction (or prior written waiver by the Company to the Closing, extent permitted by Law) of the following conditionsconditions precedent on or before the Effective Time:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The All obligations of the Company under this Agreement to effect consummate the Merger and otherwise consummate the other transactions contemplated by this Agreement hereby are subject to the satisfaction, satisfaction at or prior to the Closing, Closing of the following conditions, any of which may be waived in writing by the Company in its sole discretion:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Netlogic Microsystems Inc)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:: 7.1
Appears in 1 contract
Samples: Shareholder Agreement (Caere Corp)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise to consummate the transactions contemplated by this Agreement are subject to the satisfactionsatisfaction (or waiver by the Company), at or prior to the Closing, of each of the following additional conditions:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfactionsatisfaction (or waiver by the Company), at or prior to the Closing, of each of the following additional conditions:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect consummate the Merger and otherwise consummate the other transactions contemplated by this Agreement hereunder are subject to the satisfaction, at satisfaction or prior to the Closing, waiver of the following conditionsconditions at the Closing:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:: 8.1
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Titan Corp)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger Mergers and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfactionsatisfaction or waiver by the Company, at or prior to the Closing, of each of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Borland Software Corp)
Conditions Precedent to Obligations of the Company. 44- 50 The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. AND THE SHAREHOLDER The obligations of the Company to effect and the Merger and otherwise consummate the transactions contemplated by Shareholder under this Agreement are subject to the satisfaction, at or prior to before the ClosingClosing Date, of the following conditions:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject subject, in the discretion of the Company, to the satisfaction, satisfaction at or prior to the Closing, Closing of each of the following conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Dusa Pharmaceuticals Inc)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the satisfaction, at or prior to the Closing, of the following conditions, any or all of which may be waived by the Company, in whole or in part, to the extent permitted by applicable Law:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are is subject to the satisfaction, at or prior to the Closing, of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cadence Design Systems Inc)
Conditions Precedent to Obligations of the Company. AND THE SHAREHOLDERS The obligations of the Company to effect and the Merger and otherwise consummate the transactions contemplated by Shareholders under this Agreement are subject to the satisfaction, at or prior to before the ClosingClosing Date, of the following conditions:
Appears in 1 contract
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger I and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:
Appears in 1 contract
Samples: Escrow Agreement (Graphon Corp/De)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise to consummate the other transactions contemplated by this Agreement are subject to the satisfactionsatisfaction or waiver, at or prior to before the ClosingClosing Date, of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Industrial Training Corp)
Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by under this Agreement are subject to the satisfaction, at or prior to before the Closing, of all of the following conditions:conditions set forth below.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)
Conditions Precedent to Obligations of the Company. The obligations of the Company to consummate and effect the Merger this Agreement and otherwise consummate the transactions contemplated by this Agreement hereby (including the Merger) are subject to the satisfaction, at on or prior to the ClosingClosing Date, of each of the following conditions:conditions (any one or more of which may be waived in writing in whole or in part by the Company in its sole discretion):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Glacier Water Services Inc)
