Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger shall be subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 7 contracts
Samples: Iv Acquisition Agreement (Fargo Electronics Inc), Iv Acquisition Agreement (Fargo Electronics Inc), Iv Acquisition Agreement (Fargo Electronics Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be subject to the satisfaction on or prior to or at the Closing as hereinafter provided Date of each of the following conditions, each conditions (any of which may be waived by the parties hereto in writing, in whole or in part by the Party for whose benefit the condition existspart, to the extent permitted by Law:applicable law):
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Industrial Scientific Corp), Agreement and Plan of Merger (Knoll Inc), Agreement and Plan of Merger (General Bearing Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditionsor waiver, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, (to the extent permitted by applicable Law), at or prior to the Closing of each of the following conditions:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Keane Group, Inc.), Agreement and Plan of Merger (C&J Energy Services, Inc.), Agreement and Plan of Merger (Versum Materials, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be is subject to the satisfaction at or prior to or at the Closing as hereinafter provided Date of the following conditions, each any or all of which may be waived jointly by the parties hereto, in whole or in part by the Party for whose benefit the condition existspart, to the extent permitted by Lawapplicable law:
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Huntsman CORP), Agreement and Plan of Merger (Hexion Specialty Chemicals, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party hereto to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, (to the extent permitted by Law) waiver at or prior to the Closing of each of the following conditions:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Marlin Business Services Corp), Agreement and Plan of Merger (Sparton Corp), Agreement and Plan of Merger (Scana Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall and consummate the other transactions contemplated by this Agreement to be consummated on the Closing Date is subject to the satisfaction or waiver at or prior to or at the Closing as hereinafter provided Effective Time of each of the following conditions; provided, each of which however, that a party may be waived not assert that it is not obligated to effect the Merger and consummate the other transactions contemplated by this Agreement based on a failure to fulfill the conditions listed in whole or in part this Section 6.1 if such failure is caused primarily by the Party for whose benefit the condition exists, to the extent permitted by Lawactions or omissions of such party or its affiliates:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (American Skiing Co /Me), Agreement and Plan of Merger (Meristar Hotels & Resorts Inc), Agreement and Plan of Merger (Meristar Hotels & Resorts Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger Mergers shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided of each of the following conditions, each of conditions (which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:such party):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (COURIER Corp), Agreement and Plan of Merger (Quad/Graphics, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.), Agreement and Plan of Merger (Centennial Communications Corp /De), Agreement and Plan of Merger (At&t Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party to consummate and effect the Merger shall and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsor, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.), Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.), Agreement and Plan of Merger And (Skinvisible Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and this Agreement to effect the Merger shall be is subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to or at the Closing as hereinafter provided of each of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vidler Water Resources, Inc.), Agreement and Plan of Merger (Pfsweb Inc), Agreement and Plan of Merger (Iec Electronics Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, waiver (to the extent permitted by Lawapplicable Law and other than the conditions set forth in Section 7.1(a) which may not be waived by any party) at or prior to the Effective Time of each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Home Depot, Inc.), Agreement and Plan of Merger (HD Supply Holdings, Inc.), Agreement and Plan of Merger (Rue21, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger shall be is subject to the satisfaction or waiver (except with respect to Section 7.1(a), which shall not be waivable) at or prior to or at the Closing as hereinafter provided of each of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (AgroFresh Solutions, Inc.), Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Cornerstone Building Brands, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party of the parties hereto to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsfulfillment or, to the extent permitted by applicable Law, written waiver by the parties hereto prior to the Closing of each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Southern California Bancorp \ CA), Agreement and Plan of Merger and Reorganization (Southern California Bancorp \ CA), Agreement and Plan of Merger and Reorganization (California BanCorp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditionsexpress conditions precedent, each of which may be waived in whole or in part by the Party for whose benefit Company, Parent or Acquisition, as the condition existscase may be, to the extent permitted by Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hoovers Inc), Agreement and Plan of Merger (Richfood Holdings Inc), Agreement and Plan of Merger (Supervalu Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction or waiver (to the extent permitted by applicable Law) prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BFC Financial Corp), Agreement and Plan of Merger (Bluegreen Corp), Agreement and Plan of Merger (Bluegreen Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party hereto to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsor, to the extent permitted by Lawapplicable law, written waiver by the parties hereto at or prior to the Effective Time each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First Place Financial Corp /De/), Agreement and Plan of Merger (First Place Financial Corp /De/), Agreement and Plan of Merger (Franklin Bancorp Inc Mi)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party hereto to consummate and effect the Merger shall be subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, (to the extent permitted by applicable Law) waiver at or prior to the Closing of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tempur Pedic International Inc), Agreement and Plan of Merger (Sealy Corp), Agreement and Plan of Merger (HUGHES Telematics, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be is subject to the satisfaction at or prior to or at the Closing as hereinafter provided Date of the following conditions, each any or all of which may be waived jointly by the parties hereto, in whole or in part by the Party for whose benefit the condition existspart, to the extent permitted by applicable Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Energy XXI Gulf Coast, Inc.), Agreement and Plan of Merger (Epl Oil & Gas, Inc.), Agreement and Plan of Merger (Energy Xxi (Bermuda) LTD)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party hereto to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsor, to the extent permitted by Lawapplicable law, written waiver by the Parties hereto at or prior to the Effective Time each of the following conditions:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Camco Financial Corp), Agreement and Plan of Merger (First Place Financial Corp /De/), Agreement and Plan of Merger (OC Financial Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party to consummate and effect the Merger shall be Transactions is subject to the satisfaction (or waiver by such Party, if permissible under applicable Law) at or prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 3 contracts
Samples: Registration Rights Agreement (GX Acquisition Corp. II), Transaction Agreement (Bespoke Capital Acquisition Corp), Business Combination Agreement (Niocorp Developments LTD)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger shall be is subject to the satisfaction at or prior to or at the Closing as hereinafter provided of each of the following conditionsconditions (it being understood that none of the conditions set forth in clauses (a), each of which (b) or (c) below may be waived in whole or in part by any of the Party for whose benefit the condition exists, to the extent permitted by Law:Parties):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NantKwest, Inc.), Agreement and Plan of Merger (Cambridge Equities, LP)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party hereto to consummate and effect the Merger shall be subject to the satisfaction (or written waiver, if permissible under applicable Law) at or prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.), Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and effect the Merger shall be and to consummate the other transactions contemplated by this Agreement at and following the Closing are subject to the satisfaction or waiver, where permissible, at or prior to or at the Closing as hereinafter provided Effective Time, of each of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Power Conversion Corporation), Agreement and Plan of Merger (Commerce Group Inc /Ma)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, (to the extent permitted by Law) waiver by such Party on or prior to the Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (BHP Billiton LTD)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and effect the Merger shall be are subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsor, to the extent permitted by Applicable Law, waiver at or prior to the Closing of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Superclick Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, (to the extent permitted by Law) waiver by each of the Parties at or prior to the Closing of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reven Housing REIT, Inc.), Agreement and Plan of Merger (KBS Strategic Opportunity REIT, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party to consummate and effect the Merger shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided of the following conditions, each any one of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by LawMercantile Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercantile Bancorp, Inc.), Agreement and Plan of Merger (Mercantile Bancorp, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to this Agreement to consummate and effect this Agreement and the Merger transactions contemplated hereby shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided Effective Time of each of the following conditions, each any of which may be waived waived, in whole or in part writing, by agreement of all the Party for whose benefit the condition exists, to the extent permitted by Lawparties hereto:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mimvi, Inc.), Agreement and Plan of Merger (Aemetis, Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party hereto to consummate and effect the Merger shall be subject to the satisfaction on or prior to or at the Closing as hereinafter provided Date of the following conditions, each conditions (provided that no party may invoke the failure or nonsatisfaction of which may be waived either such condition if the failure of such party (or any Affiliate of such party) to fulfill any obligation under this Agreement has been a principal cause of or resulted in whole the failure or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:nonsatisfaction of such condition):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Houghton Mifflin Harcourt Co), Agreement and Plan of Merger (Regal Entertainment Group)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and this Agreement to effect the Merger shall be subject to the satisfaction prior to (or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part waiver by the Party for whose party entitled to the benefit the condition existsthereof, to the extent permitted by applicable Law) at or prior to the Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rosetta Genomics Ltd.), Agreement and Plan of Merger (Rosetta Genomics Ltd.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party of the parties hereto to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsfulfillment or, to the extent permitted by Law:applicable law, written waiver by the parties hereto prior to the Closing of each of the following conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions):
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Eagle Bancorp Inc), Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party of the Parties to consummate and this Agreement to effect the Merger shall will be subject to the satisfaction prior to or at before the Closing as hereinafter provided of the following conditions, each any one or more of which may be waived in whole or in part writing by all of the Party for whose benefit the condition exists, to the extent permitted by LawParties:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biosante Pharmaceuticals Inc), Agreement and Plan of Merger (Biosante Pharmaceuticals Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditionsexpress conditions precedent, each of which may be waived in whole or in part by the Party for whose benefit Company, Parent or Acquisition, as the condition existscase may be, to the extent permitted by Lawlaw:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ivex Packaging Corp /De/), Agreement and Plan of Merger (Ivex Packaging Corp /De/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditionsexpress conditions precedent, each of which may be waived in whole or in part by DIMON or the Party for whose benefit Company, as the condition existscase may be, to the extent permitted by Law:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Dimon Inc), Agreement and Plan of Reorganization (Standard Commercial Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided Effective Time of the following conditions, each any or all of which may be waived waived, in whole or in part by the Party for whose benefit the condition existspart, to the extent permitted by Lawapplicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (U Ship Inc), Agreement and Plan of Merger (Daka International Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The Notwithstanding anything to the contrary contained herein, if the Offer is consummated, the respective obligation of each Party party to consummate and effect the Merger shall be is subject to the satisfaction fulfillment, at or prior to or at the Closing as hereinafter provided Closing, of each of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Food Lion Inc), Agreement and Plan of Merger (Kash N Karry Food Stores Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided of each of the following conditionsconditions (which, each of which to the extent permitted by this Agreement and Applicable Law, may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:such party):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lojack Corp), Agreement and Plan of Merger (CalAmp Corp.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and effect the Merger shall be and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction prior to satisfaction, on or at before the Closing as hereinafter provided Closing, of each of the following conditions, each any or all of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Lawapplicable Laws:
Appears in 2 contracts
Samples: Agreement and Plan of Merger ('Mktg, Inc.'), Agreement and Plan of Merger (Henry Bros. Electronics, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger shall be is subject to the satisfaction on or prior to or at the Closing as hereinafter provided Date of each of the following conditions, each conditions (any of which may be waived by the Parties in writing, in whole or in part by the Party for whose benefit the condition existspart, to the extent permitted by applicable Law:):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearwire Corp /DE), Agreement and Plan of Merger (Sprint Nextel Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may only be waived in writing in whole or in part by mutual agreement of all of the Party for whose benefit the condition existsparties, to the extent permitted by Law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Levitt Corp), Agreement and Plan of Merger (Woodbridge Holdings Corp (Formerly Levitt Corp))
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be is subject to the satisfaction at or prior to or at the Closing as hereinafter provided of the following conditions, each any and all of which may be waived in whole or in part by the Party for whose benefit the condition exists, Penny and Navy to the extent permitted by Lawapplicable law:
Appears in 2 contracts
Samples: Separation Agreement (C&J Energy Services, Inc.), Agreement and Plan of Merger (Nabors Industries LTD)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party hereto to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsor, to the extent permitted by applicable Law, waiver at or prior to the Closing of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agiliti, Inc. \De), Agreement and Plan of Merger (Vonage Holdings Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and effect the Merger shall be subject to the satisfaction on or prior to or at the Closing as hereinafter provided Date of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsexcept, to the extent permitted by applicable Law, that such conditions may be waived in writing pursuant to Section 9.5 by the joint action of the parties hereto:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Constellation Energy Group Inc), Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsor, to the extent permitted by applicable Law, waiver at or prior to the Closing of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be subject to the satisfaction on or prior to or at the Closing as hereinafter provided Date of each of the following conditions, each conditions (any of which may be waived by the parties hereto in writing, in whole or in part by the Party for whose benefit the condition existspart, to the extent permitted by this Agreement and applicable Law:):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minuteman International Inc), Iv Agreement and Plan of Merger (Minuteman International Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party the Parties to consummate and this Agreement to effect the Merger shall be and to consummate the other transactions contemplated by this Agreement are subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, (to the extent permitted by Law) waiver by each of the Parties, at or prior to the Closing, of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Industrial Property Trust Inc.), Agreement and Plan of Merger (Prologis, L.P.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party hereto to consummate and effect the Merger shall be subject to the satisfaction on or prior to or at the Closing as hereinafter provided Date of the following conditions, each conditions (provided that no party may invoke the failure or nonsatisfaction of which may be waived either such condition if such party’s failure to fulfill any obligation under this Agreement has been a principal cause of or resulted in whole the failure or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:nonsatisfaction of such condition):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Demandware Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and effect the Merger shall be subject to the satisfaction on or prior to or at the Closing as hereinafter provided Date of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsexcept, to the extent permitted by Lawapplicable law, that such conditions may be waived in writing pursuant to Section 9.5:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consolidated Natural Gas Co), Agreement and Plan of Merger (Dominion Resources Inc /Va/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger shall be is subject to the satisfaction or waiver (except with respect to Section 7.01(a) and Section 7.01(c), which shall not be waivable) at or prior to or at the Closing as hereinafter provided of each of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Convey Health Solutions Holdings, Inc.), Agreement and Plan of Merger (Convey Health Solutions Holdings, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party hereto to consummate and effect the Merger shall be is subject to the satisfaction (or waiver solely with respect to the conditions set forth in Section 7.1(c)) on or prior to or at the Closing as hereinafter provided Split-Off Effective Time of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sirius Xm Holdings Inc.), Agreement and Plan of Merger (Liberty Media Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be is subject to the satisfaction or waiver (where permissible pursuant to applicable law) at or prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spectrum Pharmaceuticals Inc), Agreement and Plan of Merger (Infrastructure & Energy Alternatives, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party hereto to consummate and effect the Merger shall be subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, waiver (to the extent permitted by Law) in writing at or prior to the Closing of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, (to the extent permitted by Law) waiver by each of the parties at or prior to the Closing of each of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest City Realty Trust, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, (to the extent permitted by Lawapplicable Legal Requirement) waiver at or prior to the Closing of each of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party to consummate and effect the Merger shall be subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit written agreement of the condition existsParties, to the extent permitted by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Argosy Education Group Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and this Agreement to effect the Merger and otherwise consummate the transactions contemplated by this Agreement shall be subject to the satisfaction prior to or at the Closing as hereinafter provided Effective Time of the following conditions, each any of which may be waived waived, in whole or in part writing, by agreement of all the Party for whose benefit the condition exists, to the extent permitted by Lawparties hereto:
Appears in 1 contract
Samples: Agreement and Plan of Merger (HyperSpace Communications, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party of the Parties to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsfulfillment or, to the extent permitted by Lawapplicable law, written waiver by the parties hereto prior to the Closing of each of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be is subject to the satisfaction (or, if permitted by applicable Law, written waiver) at or prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be is subject to the satisfaction prior to (or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part waiver by the Party for whose party entitled to the benefit the condition existsthereof, to the extent permitted by applicable Law) on or prior to the Closing Date of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reynolds American Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided Date of the following conditions, each any or all of which may be waived jointly by the parties hereto, in whole or in part by the Party for whose benefit the condition existspart, to the extent permitted by applicable Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Image Entertainment Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and this Agreement to effect the Merger shall be subject to the satisfaction prior to (or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part waiver by the Party for whose party entitled to the benefit the condition exists, thereof to the extent permitted by applicable Law) at or prior to the Effective Time of the following conditions and each party (other than Agent) agrees to use its reasonable best efforts to satisfy the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and effect the Merger shall be subject to the satisfaction on or prior to or at the Closing as hereinafter provided Date of each of the following conditions, each any or all of which may be waived waived, in whole or in part part, by the Party for whose benefit the condition exists, any party solely with respect to its own obligations hereunder to the extent permitted by Lawapplicable law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party hereto to consummate and effect the Merger shall be subject to the satisfaction on or prior to or at the Closing as hereinafter provided Date of each of the following conditions, each conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part by the Party for whose benefit the condition existspart, to the extent permitted by applicable Law:):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allis Chalmers Energy Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and effect the Merger shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided of each of the following conditions, each conditions any of which may be waived in whole or in part by the Party for whose benefit the condition existsmay, 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 (Hi Shear Technology Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party to consummate and effect the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver (where permissible pursuant to applicable Law) at or prior to or at the Closing as hereinafter provided of each of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsor, to the extent permitted by Lawapplicable law, waiver by each of Wellwood or Xxxx Xxxxx on or prior to the Closing Date of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party hereto to consummate and effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to or at the Closing as hereinafter provided Effective Time of the following conditions: No Law enacted, each promulgated, issued, entered, amended or enforced by any Governmental Entity shall be in effect enjoining, restraining or prohibiting consummation of which may be waived in whole the Merger or in part by making the Party for whose benefit consummation of the condition exists, to the extent permitted by Law:Merger illegal.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party hereto to consummate and effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to or at the Closing as hereinafter provided Date of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NGL Energy Partners LP)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party hereto to consummate and effect the Merger shall be subject to the satisfaction on or prior to or at the Closing as hereinafter provided Date of the following conditionsconditions (provided, each that no party may invoke the failure or nonsatisfaction of which may be waived either such condition if the failure of such party (or any Affiliate of such party) to fulfill any obligation under this Agreement has been a principal cause of or resulted in whole the failure or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:nonsatisfaction of such condition):
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party of the parties hereto to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsfulfillment or, to the extent permitted by applicable Law:, written waiver by the parties hereto prior to the Closing of each of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (First Foundation Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may only be waived in writing in whole or in part by mutual agreement of all of the Party for whose benefit the condition existsParties, to the extent permitted by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Career Education Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party the Parties to consummate and this Agreement to effect the Merger shall be are subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsor, to the extent permitted by Law, waiver by each of the Parties at or prior to the Closing of the following conditions:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The ---------------------------------------------------------- respective obligation obligations of each Party party to consummate and effect the Merger shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided Effective Time of the following conditions, each any or all of which may be waived by the parties, in whole or in part by the Party for whose benefit the condition existspart, to the extent permitted by Lawapplicable law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and this Agreement to effect the Merger shall be is subject to the satisfaction or waiver (where permissible pursuant to applicable Law or this Agreement) on or prior to or at the Closing as hereinafter provided of each of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Baler Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party hereto to consummate and effect the Merger shall be subject to the satisfaction at or prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsconditions (provided that, to the extent permitted by Law:applicable law, no party may invoke the failure or nonsatisfaction of either such condition if the failure of such party (or any Affiliate of such party) to fulfill any obligation under this Agreement has been a principal cause of or resulted in the failure or nonsatisfaction of such condition):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blue Apron Holdings, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and this Agreement to effect the Merger shall be is subject to the satisfaction (or waiver by all parties, where permissible pursuant to applicable Law) on or prior to or at the Closing as hereinafter provided of each of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midwest Holding Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party hereto to consummate and effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Maine & Maritimes Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each Party party to consummate and this Agreement to effect the Merger shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ardea Biosciences, Inc./De)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction fulfillment at or prior to or at the Closing as hereinafter provided Date of the following conditions, each any or all of which may be waived waived, in whole or in part by the Party for whose benefit the condition existsparties hereto, to the extent permitted by Lawapplicable law:
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party of the parties hereto to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsfulfillment or, to the extent permitted by applicable Law:, written waiver by the parties hereto prior to the Closing of each of the following conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions):
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Franklin Financial Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party party to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition existsor, to the extent permitted by applicable Law, waiver by such party at or prior to the Closing of the following conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Polypore International, Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate and effect the Merger shall be is subject to the satisfaction prior to or at the Closing as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, (to the extent permitted by applicable Law) waiver, in whole or in part, at or prior to the Closing of each of the following conditions:
Appears in 1 contract
