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abridged | contract_44 | 9.2. Conditions to the Obligations of Bridge Bancorp under this Agreement. The obligations of Bridge Bancorp under this Agreement shall be further subject to the satisfaction of the following conditions at or prior to the Closing Date: 9.2.1.Representations and Warranties. <omitted>
All other representations and warranties of DCB set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect on DCB set forth in such representations or warranties but, in each case, after giving effect to the lead in to Article IV) shall be true and correct in all respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date; provided, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on DCB. Bridge Bancorp shall have received a certificate signed on behalf of DCB by the Chief Executive Officer and the Chief Financial Officer of DCB to the foregoing effect. (Page 80) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_44 | 9.2. Conditions to the Obligations of Bridge Bancorp under this Agreement. <omitted> All other representations and warranties of DCB set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement and <omitted> as of the Closing Date as though made on and as of the Closing Date (Page 80) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_45 | Section 8.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent): (a) Representations and Warranties. The representations and warranties of the Company <omitted> (iii) set forth in Article III (other than those described in the foregoing clauses (i) and (ii)) shall be true and correct in all respects (disregarding all materiality and “Company Material Adverse Effect” qualifiers contained therein, other than as such qualifiers are used in Section 3.10 (Absence of Certain Changes)) as of the date hereof and as of the Closing as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct has not had a Company Material Adverse Effect. (Page 86) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Rights Agreement | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_45 | Section 8.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company <omitted> (iii) set forth in Article III (other than those described in the foregoing clauses (i) and (ii)) shall be true and correct in all respects <omitted> as of the date hereof and as of the Closing as if made on and as of the Closing (Page 86) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Rights Agreement | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_46 | Section 9.02. Conditions to the Obligations of Parent and Merger Sub 1 and Merger Sub 2. The obligations of Parent, Merger Sub 1 and Merger Sub 2 to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted> (c) <omitted> (iv) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 115) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_46 | Section 9.02. Conditions to the Obligations of Parent and Merger Sub 1 and Merger Sub 2. <omitted> (iv) the other representations and warranties of the Company contained in this Agreement <omitted> shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (Page 115) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_48 | 8.2. Conditions to Obligations of Parent, Merger Sub and Merger Sub II. The obligations of Parent, Merger Sub and Merger Sub II to effect the Mergers are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted> (iii) each other representation and warranty of the Company set forth in Article V shall be true and correct as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct as of such particular date or period of time), except, in the case of this clause (iii), for any failure of any such representation and warranty to be so true and correct (disregarding all qualifications or limitations as to “material,” “Company Material Adverse Effect” and words of similar import set forth therein) that does not constitute a Company Material Adverse Effect. (Page 56) | Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_48 | 8.2. Conditions to Obligations of Parent, Merger Sub and Merger Sub II. <omitted> (iii) each other representation and warranty of the Company set forth in Article V shall be true and correct as of the Closing Date (Page 56) | Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_50 | 8.2 Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2. The obligations of Parent, MergerCo 1 and MergerCo 2 to effect the Mergers are further subject to the satisfaction (or written waiver, if permissible under applicable Law), by the Parent (on behalf of the Parent, MergerCo 1and MergerCo 2), as of the Closing, of each of the following conditions: (a) Representations and Warranties. <omitted> (iii) all other representations and warranties of the Paired Entities set forth in this Agreement shall be true and correct in all respects (without regard to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or time, in which case such representations and warranties need only be so true and correct as of such specific date or time) (Page 77) | Capitalization-Other, No MAE, Other | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_50 | 8.2 Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2. <omitted> (iii) all other representations and warranties of the Paired Entities set forth in this Agreement shall be true and correct in all respects <omitted> as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (Page 77) | Capitalization-Other, No MAE, Other | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_55 | CONDITIONS TO THE OFFER The capitalized terms used in this Annex I shall have the meanings set forth in the Agreement and Plan of Merger to which this Annex I is attached (the “Agreement”) unless specifically defined in this Annex I. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or this Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 2.1(c) of the Agreement) or amend the Offer as otherwise permitted by the Agreement, if: (A) the Minimum Condition shall not be satisfied as of one (1) minute following 11:59 p.m. Eastern Time on the Expiration Date of the Offer or (B) any of the additional conditions set forth in clauses (b) through (h) below shall not be satisfied or waived (to the extent permitted by the Agreement and applicable Law) in writing by Parent: <omitted> (iv) all of the other representations and warranties of the Company set forth in the Agreement (other than those referred to in clauses (b)(i), (b)(ii) or (b)(iii) above) shall have been accurate (disregarding for this purpose all “Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) in all respects at and as of the Offer Acceptance Time as if made on and as of such time (except representations and warranties that by their terms speak specifically as of another date or time, in which case as of such other date or time), except where any failure of any representation or warranty to be so accurate has not had, and would not reasonably be expected to have, a Material Adverse Effect; (Page 65) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_55 | CONDITIONS TO THE OFFER <omitted> (iv) all of the other representations and warranties of the Company set forth in the Agreement <omitted> at and as of the Offer Acceptance Time as if made on and as of such time (Page 65) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_58 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted> (iii) The other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (except to the extent that any such representation and warranty speaks as of a particular date, in which case as of such earlier date), except for inaccuracies of representations and warranties the circumstances giving rise to which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Material Adverse Effect” and similar qualifiers set forth in such representations and warranties shall be disregarded). (Page 66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_58 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub <omitted> (iii) The other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (Page 66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_59 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted> (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (except to the extent that any such representation and warranty speaks as of a particular date, in which case as of such earlier date), except for inaccuracies of representations and warranties the circumstances giving rise to which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Material Adverse Effect” and similar qualifiers set forth in such representations and warranties shall be disregarded). (Page 61) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_59 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub. <omitted> (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (Page 61) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_63 | Conditions to the Offer
Notwithstanding
any other provision of the Agreement or the Offer and in addition to (and not in limitation of) Merger Sub’s
right to extend and amend
the Offer pursuant to the provisions of the Agreement, Merger Sub shall not be required to (and Parent shall
not be required to cause Merger Sub to) accept for
payment or, subject to any applicable rules and regulations of the SEC, including
Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and
not properly withdrawn pursuant to the Offer if any of the
following conditions exist, or have occurred and are continuing, at the scheduled Expiration Time of the
Offer:
<omitted>
(f) Representations and Warranties. The representations and warranties of the Company
<omitted>
(iii) set forth in the Agreement, other than those Sections specifically identified in clause (i) or (ii) of this paragraph (f), shall not be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the Expiration Time with the same effect as though made as of the date of this Agreement and as of the Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (Page 43) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_63 | Conditions to the Offer
<omitted> Merger Sub shall not be required to (and Parent shall
not be required to cause Merger Sub to) accept for
payment or, <omitted> pay for any Shares validly tendered and
not properly withdrawn pursuant to the Offer if any of the
following conditions exist, or have occurred and are continuing, at the scheduled Expiration Time of the
Offer:
<omitted>
The representations and warranties of the Company
<omitted>
(iii) set forth in the Agreement <omitted> shall not be true and correct <omitted> as of the Expiration Time with the same effect as though made as of the date of this Agreement and as of the Expiration Time (Page 43) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_64 | Section 5.2 Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to consummate the Merger shall be further subject to the satisfaction at or prior to the Effective Time of each of the following conditions:
(a) Accuracy of Representations and Warranties. The representations and warranties of the Company in
<omitted> (iv) all other provisions of Article II (excluding those included in the foregoing clauses (i), (ii) and (iii)) (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein), shall be true and correct as of the Effective Time as if made as of the Effective Time except for such representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time), in each case, except for such failures to be true and correct, individually and in the aggregate, as have not had a Company Material Adverse Effect. (Page 28) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_64 | Section 5.2 Additional Parent and Merger Sub Conditions. <omitted>
(a) Accuracy of Representations and Warranties.
<omitted> (iv) all other provisions of Article II (excluding those included in the foregoing clauses (i), (ii) and (iii)) (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein), shall be true and correct as of the Effective Time as if made as of the Effective Time (Page 28) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_66 | Section 6.2 Conditions to Obligations of Parent, Merger Sub and Merger Sub II. The obligations of Parent, Merger Sub and Merger Sub II to effect the Mergers are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the First Effective Time of the following conditions: <omitted> (iii) the other representations and warranties of the Company contained in Article III shall be true and correct, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, in each case as of the First Effective Time with the same effect as though made on and as of the First Effective Time (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except, in the case of this clause (iii), where the failure to be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 67) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_66 | Section 6.2 Conditions to Obligations of Parent, Merger Sub and Merger Sub II. (iii) the other representations and warranties of the Company contained in Article III shall be true and correct <omitted> as of the First Effective Time with the same effect as though made on and as of the First Effective Time (Page 67) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_68 | Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law: (a) Representations and Warranties of the Company. <omitted> (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of 97
this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct only as of such date or period of time), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 102-103) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_68 | Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub <omitted> (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of 97
this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (Pages 102-103) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_67 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: (a) Representations and Warranties. <omitted>
(ii) Each of the representations and warranties made by the Company in this Agreement other than the Company Fundamental Representations (without giving effect to any references to any “Company Material Adverse Effect” or other “materiality” qualifications) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made as and on the Closing Date, in each case, (A) except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date, and (B) except where the failure to be so true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect. (Page 35) | Authority, Approval, Enforceability, Organization, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_67 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. <omitted>
Each of the representations and warranties made by the Company in this Agreement <omitted> shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made as and on the Closing Date (Page 35) | Authority, Approval, Enforceability, Organization, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_73 | Section 6. Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub The obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub to effect the Mergers and otherwise consummate the Contemplated Transactions are subject to the satisfaction (or waiver by Marvell, on behalf of itself, HoldCo, Bermuda Merger Sub and Delaware Merger Sub), at or prior to the Closing, of each of the following conditions:6.1 Accuracy of Representations. (a) Each of the representations and warranties of the Company contained in this Agreement, other than the Specified Representations, shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Material Adverse Effect on the Company; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (Page 90) | Authority, Approval, Enforceability, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_73 | Section 6. Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub <omitted> (a) Each of the representations and warranties of the Company contained in this Agreement, other than the Specified Representations, shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (Page 90) | Authority, Approval, Enforceability, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_80 | Section 6.2. Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Merger is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, on or prior to the Closing, of the following conditions: (a) the representations and warranties of the Company set forth in (i) Section 3.5(a)(ii) shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing, (ii) Section 3.3 (other than Section 3.3(e)) shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing (except that representations and warranties that expressly speak specifically as of the date of th is Agreement or another date shall be true and correct as of such date), except for de minimis inaccuracies, (iii) Section 3.1, Section 3.2, Section 3.3(e), Section 3.16, Section 3.17, Section 3.18(b), Section 3.19, Section 3.20, Section 3.21(b) and Section 3.22 that are (A) qualified as to materiality or Company Material Adverse Effect and other qualifications based upon the concept of materiality or similar phrases contained therein shall be true and correct in all respects and (B) not qualified as to materiality or Company Material Adverse Effect and other qualifications based upon the concept of materiality or similar phrases contained therein shall be true and correct in all material respects, in each case ((A) and (B)) as of the date of this Agreement and as of the Closing as though made as of the Closing (except that representations and warranties that expressly speak specifically as of the date of this Agreement or another date shall be so true and correct as of such date), and (iv) the other provisions of Article 3 shall be true and correct (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) as of the date of this Agreement and as of the Closing as though made as of the Closing (except that representations and warranties that expressly speak specifically as of the date of this Agreement or another date shall be true and correct as of such date), except where any failures of any such representations and warranties to be true and correct has not had or would not reasonably be expected to have, individually or in the aggregate with all other Effects, a Company Material Adverse Effect; (Page 33) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_80 | Section 6.2. Conditions to the Obligations of Parent and Merger Sub. <omitted>
(a) the representations and warranties of the Company set forth in (i) Section 3.5(a)(ii) shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing (Page 33) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_82 | Section 6.2 Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: <omitted> (b) Accuracy of Representations and Warranties. <omitted> (iii) The representations and warranties of the Company set forth in this Agreement (other than the Capitalization Representations and the Fundamental Representations) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any failure to be so true and correct which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such date which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect); (Page 51) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_82 | Section 6.2 Additional Parent and Merger Subsidiary Conditions. <omitted> (iii) The representations and warranties of the Company set forth in this Agreement <omitted> shall be true and correct as of the Agreement Date and as of the Closing Date (Page 51) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_87 | ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET The obligations of Nicolet to consummate the Contemplated Transactions and to take the other actions required to be taken by Nicolet at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Nicolet in whole or in part): Section 8.1 Accuracy of Representations and Warranties. For purposes of this Section 8.1, the accuracy of the representations and warranties of the Company set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Closing Date (or such other date(s) as specified, to the extent any representation or warranty speaks as of a specific date). The representations and warranties set forth in Section 3.3 and Section 3.5(a) shall be true and correct (except for inaccuracies which are de minimis in amount and effect). There shall not exist inaccuracies in the representations and warranties of the Company set forth in this Agreement (including the representations set forth in Section 3.3 and Section 3.5(a)) such that the aggregate effect of such inaccuracies has, or is reasonably likely to have, a Material Adverse Effect; provided that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” or to the “Knowledge” of any Person shall be deemed not to include such qualifications. (Page 48) | Authority, Approval, Enforceability | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_87 | ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET <omitted> the accuracy of the representations and warranties of the Company set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Closing Date (Page 48) | Authority, Approval, Enforceability | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_88 | Section 6.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by Parent) at or prior to the Closing of the following conditions:
(a) Representations and Warranties. (i) Each representation and warranty in Article III (except for the representations and warranties in Section 3.1(a), Section 3.2(a), Section 3.2(b), the first sentence of Section 3.2(d), Section 3.3, Section 3.6(b) and Section 3.22) shall be accurate in all respects (read, for purposes of this Section 6.2(a)(i) only, without any qualification as to “material,” “in all material respects,” “Company Material Adverse Effect” or materiality (provided that dollar thresholds shall not be disregarded)) as of the date hereof and as of the Closing as if made as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all respects as of such date), except for any failure of such representations and warranties to be true and correct as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect (Page 31) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_88 | Section 6.2 Conditions to Obligations of Parent and Merger Sub. <omitted> (i) Each representation and warranty in Article III <omitted> shall be accurate in all respects <omitted> as of the date hereof and as of the Closing as if made as of the Closing (Page 31) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_89 | SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Closing of each of the following conditions: (a) Representations and Warranties. Each of the representations and warranties of the Company set forth in <omitted> (iii) Article III (other than those referenced in the foregoing clauses (i) and (ii)) shall be true and correct in all respects (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for any such representation or warranty that is made as of a specified date (including the date of this Agreement), in which case such representation or warranty shall be true and correct only as of such specified date), (Page 54) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_89 | SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. <omitted> Each of the representations and warranties of the Company set forth in <omitted> (iii) Article III <omitted> shall be true and correct in all respects <omitted> as of the date of this Agreement and as of the Closing Date (Page 54) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_90 | 5.2 Additional Conditions Precedent to Parent’s Obligations. The obligation of Parent to cause the Merger to be effected and otherwise cause the transactions contemplated by this Agreement to be consummated are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions: (a) Accuracy of Representations. <omitted> (iv) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses “(i)” through “(iii)”) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate at and as of the Closing Date as if made at and as of such time (Pages 65-66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_90 | 5.2 Additional Conditions Precedent to Parent’s Obligations. <omitted> (iv) the representations and warranties of the Company set forth in this Agreement <omitted> shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate at and as of the Closing Date as if made at and as of such time (Pages 65-66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_86 | Section 6.02 Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of each of the following additional conditions:
(a) Representations and Warranties . <omitted> (iv) any other representation and warranty of the Company contained in this Agreement, without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct in all respects as of the Effective Time as though made as of the Effective Time (except to the extent expressly made as of a specific date or expressly covering a specified period, in which case as of such specific date or such specified period), other than failures to be true and correct that, individually or in the aggregate, would not have a Company Material Adverse Effect. (Page 24) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_86 | Section 6.02 Conditions to Obligations of Parent and Sub. <omitted>
(a) Representations and Warranties . <omitted> (iv) any other representation and warranty of the Company contained in this Agreement <omitted> shall be true and correct in all respects as of the Effective Time as though made as of the Effective Time (Page 24) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_96 | Section 6.2 Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent to the extent permitted by applicable Law:
(a) Representations and Warranties. <omitted>
(iv) the representations and warranties of the Company set forth in ARTICLE III (other than those described in clauses (i), (ii) and (iii) above) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties described in this clause (iv) to be so true and correct (without giving effect to any qualification as to materiality, Company Material Adverse Effect or similar qualification set forth therein), individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect. (Page 63) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_96 | Section 6.2 Conditions to Obligations of Parent and Merger Sub.
<omitted>
(iv) the representations and warranties of the Company set forth in ARTICLE III <omitted> shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (Page 63) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_95 | 7.2
Conditions to Obligations of the Tyler Entities
.
The obligations of the Tyler Entities to consummate the Merger shall
further be subject to the
satisfaction on or prior to the
Closing Date of each of the following conditions, any and all of
which may be waived in writing in whole or in part by Tyler, to the
extent permitted by applicable Law:
(a) Representations and Warranties.
<omitted>
(iii) the other representations and warranties of NIC set forth in ARTICLE IV that are not listed in the immediately preceding subsections (i) and (ii) (without giving effect to any qualification as to materiality or NIC Material Adverse Effect contained therein) shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date), except, with respect to this subsection (iii), where any failures of any such representations and warranties to be true and correct (without giving effect to any qualification as to materiality or NIC Material Adverse Effect contained therein) have not had and would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. (Page 47) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_95 | 7.2
Conditions to Obligations of the Tyler Entities.
<omitted>
(iii) the other representations and warranties of NIC set forth in ARTICLE IV that are not listed in the immediately preceding subsections (i) and (ii) <omitted> shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (Page 47) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_101 | Section 6.2. Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction (or waiver in writing by Parent, if permissible under applicable Law) at or prior to the Effective Time of each of the following conditions:(a) Representations and Warranties. <omitted> (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the Closing Date as if made at such date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date) interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the term “Company Material Adverse Effect,” except where the failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a Company Material Adverse Effect. (Page 68) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_101 | Section 6.2. Conditions to Obligations of Parent and Merger Sub. <omitted> (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the Closing Date as if made at such date (Page 68) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_106 | 6.03 Conditions to Obligation of Parent. The obligation of Parent to consummate the Merger is also subject to the fulfillment or written waiver by Parent prior to the Effective Time of each of the following conditions: (a) Representations and Warranties. (i) The representations and warranties of the Company set forth in Section 4.02, after giving effect to Section 4.01 and the lead-in to Section 4.02, shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be true and correct as of such date) and (Page 67) | Authority, Approval, Enforceability, No MAE, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_106 | 6.03 Conditions to Obligation of Parent. <omitted> (i) The representations and warranties of the Company <omitted> shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (Page 67) | Authority, Approval, Enforceability, No MAE, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_109 | 7.2 Conditions to Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:
(a) Representations and Warranties. The representations and warranties of the Company set forth in Section 3.2(a) and Section 3.8(a) (in each case, after giving effect to the lead-in to Article III) shall be true and correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis), in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). The representations and warranties of the Company set forth in Section 3.1(a), Section 3.1(b) (but only with respect to Company Bank), Section 3.2(b) (but only with respect to Company Bank), Section 3.3(a) and Section 3.7 (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of Company set forth in this Agreement (read without giving effect to any qualification as to the materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such -60-
representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on the Company or the Surviving Entity. Parent shall have received a certificate dated as of the Closing Date and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company to the foregoing effect. (Pages 68-69) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_109 | 7.2 Conditions to Obligations of Parent and Merger Sub.
<omitted>
The <omitted> other representations and warranties of Company set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (Pages 68-69) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_110 | Section 7.3 Additional Parent Conditions to Closing. The obligation of Parent and Merger Sub to consummate the Merger is further conditioned upon satisfaction (or waiver by Parent) at or prior to the Closing of each of the following:
(a) Representations and Warranties. The representations and warranties of the Company contained in (i) this Agreement (other than those set forth in Section 4.1 (solely with respect to the Company), Section 4.2(a), Section 4.4, Section 4.8(a) and Section 4.22) are true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) (Page 84) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_110 | Section 7.3 Additional Parent Conditions to Closing. <omitted>
The representations and warranties of the Company contained in (i) this Agreement (other than those set forth in Section 4.1 (solely with respect to the Company), Section 4.2(a), Section 4.4, Section 4.8(a) and Section 4.22) are true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (Page 84) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_111 | CONDITIONS TO THE OFFER
<omitted>
(c) (i) other than the representations and warranties listed in clauses (d)(ii) and (d)(iii) in this ANNEX I, the representations and warranties of the Company Parties set forth in the Agreement will be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the Expiration Time as if made at and as of the Expiration Time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that would not have a Company Material Adverse Effect; (Page 104) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_111 | CONDITIONS TO THE OFFER
<omitted>
(c) (i) other than the representations and warranties listed in clauses (d)(ii) and (d)(iii) in this ANNEX I, the representations and warranties of the Company Parties set forth in the Agreement will be true and correct <omitted> as of the Expiration Time as if made at and as of the Expiration Time (Page 104) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_104 | SECTION 7.02.
Conditions to Obligations of Parent and Merger Sub.
The obligations of Parent and Merger Sub to effect the
Merger are further subject to the satisfaction (or waiver by
Parent and Merger Sub) on or prior to the Closing Date of the following conditions:
<omitted>
(a) Representations and Warranties of the Company.
The representations and warranties of the Company
<omitted>
(iv) set forth in Article III other than those specified in the foregoing clauses (i), (ii) and (iii) shall be true and correct (for purposes of determining the satisfaction of this condition, without regard to any “materiality”, “Company Material Adverse Effect” or similar qualifications and exceptions contained therein) as of the Closing Date as though made at and as of such date (except to the extent such representation and warranty expressly relates to a specified date (in which case at and as of such specified date)), other than for such failures to be true and correct that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 77) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_104 | SECTION 7.02.
Conditions to Obligations of Parent and Merger Sub.
<omitted>
The representations and warranties of the Company
<omitted>
(iv) set forth in Article III other than those specified in the foregoing clauses (i), (ii) and (iii) shall be true and correct <omitted> as of the Closing Date as though made at and as of such date (Page 77) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_105 | Section 9.02
Conditions to Obligations of Parent, US Holdco and Merger Sub.
The obligations of Parent, US Holdco and Merger Sub to effect the
Merger are also subject to the satisfaction or waiver (where
permissible pursuant to applicable Law) by Parent, US Holdco and
Merger Sub on or prior to the Effective Time of the following conditions: (a) Representations and Warranties. (i) The representations and warranties of the Company (other than in the first sentence of Section 4.01(a) (solely with respect to the Company), the first sentence of Section 4.01(b) (solely with respect to the Company), Section 4.02(a) (other than the last sentence), Section 4.02(b)(i), Section 4.02(b)(ii), Section 4.03(a), Section 4.03(b)(i) (solely with respect to the Company), Section 4.03(d), Section 4.05(a) and Section 4.10) set forth in Article IV of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material,” or “materially”) when made and on and as of the Closing Date, as if made on and as of such date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 101) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_105 | Section 9.02
Conditions to Obligations of Parent, US Holdco and Merger Sub. <omitted> (i) The representations and warranties of the Company <omitted> set forth in Article IV of this Agreement shall be true and correct in all respects <omitted> when made and on and as of the Closing Date (Page 101) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_113 | CONDITIONS TO THE OFFER
<omitted>
2. Additionally, Purchaser is not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares validly tendered and not validly withdrawn in connection with the Offer if, immediately prior to the then applicable Expiration Date, any of the following conditions exist:
<omitted>
(b) <omitted> (ii) the representations and warranties of the Company contained in the Agreement (other than the representations and warranties set forth in Section 4.1 (Organization and Corporate Power), Section 4.2 (Authorization; Valid and Binding Agreement), Section 4.3 (Capital Stock), Section 4.20 (Brokerage), Section 4.23 (Opinion) and Section 4.24 (No Vote Required)) and that (x) are not made as of a specific date are not true and correct as of the Expiration Date, as though made on and as of the Expiration Date and (y) are made as of a specific date are not true as of such date, in each case, except, in the case of (x) or (y), where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect”) has not had a Company Material Adverse Effect (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_113 | CONDITIONS TO THE OFFER
<omitted>
2. Additionally, Purchaser is not required to accept for payment or <omitted> to pay for any Shares validly tendered and not validly withdrawn in connection with the Offer if, immediately prior to the then applicable Expiration Date, any of the following conditions exist:
<omitted>
(b) <omitted> (ii) the representations and warranties of the Company contained in the Agreement <omitted> and that (x) are not made as of a specific date are not true and correct as of the Expiration Date, as though made on and as of the Expiration Date (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_114 | (b) Additional Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is further subject to the satisfaction (or waiver by Parent and Merger Sub) of the following conditions: <omitted> (ii) Other than the representations and warranties listed in clauses (iii), (iv) and (v) of this Section 2.2(b), the representations and warranties of the Company set forth in Article 3 shall be true and correct (without giving effect to any materiality, Company Material Adverse Effect or similar qualifications set forth therein) at and as of the Closing as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that would not reasonably be expected to have a Company Material Adverse Effect. (Page 11) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_114 | (b) Additional Conditions to Obligation of Parent and Merger Sub. <omitted> the representations and warranties of the Company set forth in Article 3 shall be true and correct <omitted> at and as of the Closing as if made at and as of such time (Page 11) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_115 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger on the Closing Date are subject to the satisfaction (or waiver by Parent and Merger Sub) as of the Closing Date of the following conditions: (a) Representations and Warranties. The representations and warranties of the Company <omitted> (ii) set forth in Article IV (other than the Company Fundamental Representations) shall be true and correct both as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent expressly made as of a specific date, in which case as of such specific date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect; (Page 55) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_115 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub. <omitted> (a) Representations and Warranties. The representations and warranties of the Company <omitted> (ii) set forth in Article IV (other than the Company Fundamental Representations) shall be true and correct both as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (Page 55) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_117 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law: (a) Representations and Warranties of the Company. <omitted> (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or -76-
period of time shall have been true and correct only as of such date or period of time), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 80-81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_117 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted> all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (Pages 80-81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_120 | 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (a) Representations and Warranties. (i) Other than the representations and warranties listed in clauses (ii), (iii) and (iv) in this Section 7.2(a), the representations and warranties of the Company set forth in Article III will be true and correct (without giving effect to any materiality, Company Material Adverse Effect or similar qualifications set forth therein) as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date) (Page 94) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_120 | 7.2 Conditions to the Obligations of Parent and Merger Sub. <omitted> the representations and warranties of the Company set forth in Article III will be true and correct <omitted> as of the Closing Date as if made at and as of the Closing Date (Page 94) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_122 | 5.2 Additional Conditions Precedent to Parent
’
s Obligations
.
The obligation of Parent to cause the Merger to be effected and
otherwise cause the
transactions contemplated by this Agreement to be consummated are
subject to the satisfaction or waiver by Parent, as of
the Closing, of
each of the following conditions: <omitted>
(iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and 66
warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in a Company Material Adverse Effect; (Pages 70-71) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_122 | 5.2 Additional Conditions Precedent to Parent’s Obligations.
<omitted>
(iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (Pages 70-71) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_138 | Section 9.02. Conditions to the Obligations of Parent and Merger Sub . The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of the following additional conditions: <omitted> (iii) the other representations and warranties of the Company contained in this Agreement (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true in all respects at and as of the date of this Agreement and the Effective Time as if made at and as of such times (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time), with only such exceptions in 65 the case of this clause (b) as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 31) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_138 | Section 9.02. Conditions to the Obligations of Parent and Merger Sub . <omitted> (iii) the other representations and warranties of the Company contained in this Agreement <omitted> shall be true in all respects at and as of the date of this Agreement and the Effective Time as if made at and as of such times (Page 31) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_140 | Section 6.3 Conditions to Obligations of Realty Income. The obligation of Realty Income to effect the Merger is subject to the satisfaction of the following conditions unless waived by Realty Income in writing: (a) Representations and Warranties . <omitted>
(iii) the other representations and warranties of VEREIT set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to materiality or VEREIT Material Adverse Effect) has not had, and would not reasonably be expected to have, individually or in the aggregate, a VEREIT Material Adverse Effect. (Page 39) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_140 | Section 6.3 Conditions to Obligations of Realty Income. <omitted>
(iii) the other representations and warranties of VEREIT set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (Page 39) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_147 | Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:(a) Representations and Warranties. The representations and warranties of the Company set forth in: <omitted> ( i i i ) Article IV of this Agreement (other than the Fundamental Representations and Section 4.4 (Capitalization)), without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct as of the date of this Agreement and as of immediately prior to the Effective Time with the same force and effect as if made on and as of such date or time, except to the extent expressly made as of a specific date or time, in which case such representation must be true and correct as of such date or time, in each case except for such failures to be true and correct, individually and in the aggregate, as have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (Page 49) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_147 | Section 7.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company set forth in: <omitted> Article IV of this Agreement <omitted> shall be true and correct as of the date of this Agreement and as of immediately prior to the Effective Time (Page 49) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_145 | Section 6.2 Additional Conditions to Central’s and Merger Sub’s Obligations. The respective obligations of Central and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by Law, the waiver by Central and Merger Sub on or prior to the Effective Time of each of the following conditions: <omitted> (b) The representations and warranties of East contained <omitted> (iii) in this Agreement (other than the representations and warranties of East set forth in the first sentence of Section 2.1(a), Section 2.1(c), Section 2.2, Section 2.4 and Section 2.8(b)) shall be true and correct (without giving effect to any limitation as to “materiality” or “East Material Adverse Effect” set forth in any individual such representation or warranty) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except (in the case of this clause (iii)) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “East Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expected to have, individually or in the aggregate, an East Material Adverse Effect; (Page 94) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
abridged | contract_145 | Section 6.2 Additional Conditions to Central’s and Merger Sub’s Obligations. <omitted> (b) The representations and warranties of East contained <omitted> (iii) in this Agreement (other than the representations and warranties of East set forth in the first sentence of Section 2.1(a), Section 2.1(c), Section 2.2, Section 2.4 and Section 2.8(b)) shall be true and correct <omitted> as of the date of this Agreement and as of the Closing Date (Page 94) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Enforceability | Accuracy of Target R&W Closing Condition | 10-4 | Conditions to Closing |
main | contract_147 | Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:(a) Representations and Warranties. The representations and warranties of the Company set forth in: <omitted> ( i i i ) Article IV of this Agreement (other than the Fundamental Representations and Section 4.4 (Capitalization)), without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct as of the date of this Agreement and as of immediately prior to the Effective Time with the same force and effect as if made on and as of such date or time, except to the extent expressly made as of a specific date or time, in which case such representation must be true and correct as of such date or time, in each case except for such failures to be true and correct, individually and in the aggregate, as have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (Page 49)
Section 7.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company set forth in: <omitted> Article IV of this Agreement <omitted> shall be true and correct <omitted> in each case except for such failures to be true and correct, individually and in the aggregate, as have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (Page 49)
Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:(a) Representations and Warranties. The representations and warranties of the Company set forth in: <omitted> ( i i ) Section 4.4 (Capitalization) shall be true and correct in all respects (except for such inaccuracies that are de minimis in the aggregate) as of the date of this Agreement and as of immediately prior to the Effective Time with the same force and effect as if made on and as of such date or time, except to the extent expressly made as of a specific date or time, in which case such representation must be true and correct in all respects as of such date or time; (Page 49)
Section 7.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company set forth in: <omitted> Section 4.4 (Capitalization) shall be true and correct in all respects (except for such inaccuracies that are de minimis in the aggregate) (Page 49)
Section 4.2 Authority. (a) <omitted> This Agreement has been validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub and assuming the accuracy of the representations and warranties set forth in Section 5.5, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms <omitted> At a meeting duly called and held at which all of the directors of the Company were present, the Company Board duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement, (ii) approving the execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Merger <omitted>
Section 7.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company set forth in: ( i ) Section 4.1 (Organization and Qualification; Subsidiaries), Section 4.2 (Authority) , Section 4.3(b) (Required Filings and Consents), Section 4.30 (Opinion of Financial Advisor) and Section 4.31 (Brokers and Fees) (the “Fundamental Representations”) that are qualified by materiality or “Company Material Adverse Effect” shall be true and correct in all respects as of the date of this Agreement and as of immediately prior to the Effective Time with the same force and effect as if made on and as of such date or time, except to the extent expressly made as of a specific date or time, in which case such representation must be true and correct in all respects as of such date or time, and all of the Fundamental Representations that are not qualified by materiality or “Company Material Adverse Effect” shall be true and correct in all material respects as of the date of this Agreement and as of immediately prior to the Effective Time with the same force and effect as if made on and as of such date or time, except to the extent expressly made as of a specific date or time, in which case such representation must be true and correct in all respects as of such date or time;
84
( i i ) Section 4.4 (Capitalization) shall be true and correct in all respects (except for such inaccuracies that are de minimis in the aggregate) <omitted> except to the extent expressly made as of a specific date or time, in which case such representation must be true and correct in all respects as of such date or time; (Pages 48-49)
Section 4.2 Authority. (a) <omitted> This Agreement has been validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub and assuming the accuracy of the representations and warranties set forth in Section 5.5, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms <omitted> At a meeting duly called and held at which all of the directors of the Company were present, the Company Board duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement, (ii) approving the execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Merger <omitted>
Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. The representations and warranties of the Company set forth in: ( i ) Section 4.1 (Organization and Qualification; Subsidiaries), Section 4.2 (Authority) , Section 4.3(b) (Required Filings and Consents), Section 4.30 (Opinion of Financial Advisor) and Section 4.31 (Brokers and Fees) (the “Fundamental Representations”) that are qualified by materiality or “Company Material Adverse Effect” shall be true and correct in all respects as of the date of this Agreement and as of immediately prior to the Effective Time with the same force and effect as if made on and as of such date or time, except to the extent expressly made as of a specific date or time, in which case such representation must be true and correct in all respects as of such date or time, and all of the Fundamental Representations that are not qualified by materiality or “Company Material Adverse Effect” shall be true and correct in all material respects as of the date of this Agreement and as of immediately prior to the Effective Time with the same force and effect as if made on and as of such date or time, except to the extent expressly made as of a specific date or time, in which case such representation must be true and correct in all respects as of such date or time;
84
( i i ) Section 4.4 (Capitalization) shall be true and correct in all respects (except for such inaccuracies that are de minimis in the aggregate) as of the date of this Agreement and as of immediately prior to the Effective Time with the same force and effect as if made on and as of such date or time, except to the extent expressly made as of a specific date or time, in which case such representation must be true and correct in all respects as of such date or time; (Pages 48-49) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Opinion of Financial Advisor, Other | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | Section 3.1 Organization. <omitted>
Section 3.3 Authorization; No Conflict.
(a) <omitted> The Company has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Parent and Merger Subsidiary, this Agreement constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). <omitted> (b) The Company Board, by resolutions adopted at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement (including the “agreement of merger,” as such term is used in Section 251 of the DGCL, contained herein) and the Transactions, <omitted>
Section 3.8 Broker’s or Finder’s Fees. <omitted>
Section 3.14 Intellectual Property; IT Assets; Data Privacy. <omitted> (g) Except as noted in Section 3.14(g) of the Company Disclosure Letter, the SLX Agreements, true and complete copies of which have been made available to Parent, remain in full force and effect and have not been amended in a manner that materially reduces the rights of any Company sublicensee. To the Knowledge of the Company, there are no facts or circumstances that would form the basis for any counterparty under the SLX Agreements to terminate any SLX Agreement with respect to Belumosudil, including, for the avoidance of doubt, with respect to a CompanySubsidiary’s assumption of the responsibilities of the Buyer (as defined in the Nano Terra Merger Agreement) in accordance with the applicable SLX Agreements with respect to Belumosudil. The execution, delivery and performance by the Company of this Agreement and the consummation of theTransactions do not and will not, under the terms of the SLX Agreements, result in (i) the loss or impairment of the Company’s right to sublicense or use any of the Company Intellectual Property Rights licensed to the Company pursuant to the SLX Agreements with respect to Belumosudil or (ii) the paymentof any additional consideration for Parent’s right to sublicense or use any such Intellectual Property. Either (A) the Buyer (as defined in the Nano TerraMerger Agreement) is, as a result of a Company Subsidiary’s compliance in all respects with its diligence obligations under
Section 7.1 of the SLXSublicense Agreement, in compliance in all respects with the diligence requirements set forth in Section 8.1 of the Nano Terra Merger Agreement withrespect to Belumosudil, including the obligation to use Commercially Reasonable Efforts (as defined in the Nano Terra Merger Agreement) to developBelumosudil; or (B) in completing the ROCKSTAR Study and/or the Clinical Trials, the Diligence Term (as such term is defined in the Nano Terra MergerAgreement) has expired with respect to Belumosudil. The Company has timely paid, or shall timely pay (to the extent due on or following the AgreementDate), to the appropriate party all material consideration due on or prior to the date that is ninety (90) days following the Closing Date under any SLXAgreement, including any and all Program Payments (as defined the Nano Terra Merger Agreement) and payments related to royalties and SublicenseRevenue (as such term is defined in the Nano Terra Merger Agreement). As of the Agreement Date, neither the Company nor any Company Subsidiaryhas received written notice with respect to Belumosudil (1) asserting a right of reversion or termination under the Nano Terra Merger Agreement or (2)asserting noncompliance with, or failure to perform, a diligence obligation or diligence requirement under any SLX Agreement. During the Interim Period,neither the Company nor any Company Subsidiary has received written notice with respect to Belumosudil (1) asserting a right of reversion or terminationunder the Nano Terra Merger Agreement or (2) asserting noncompliance with, or failure to perform, a diligence obligation or diligence requirement, in anymaterial respect, under any SLX Agreement. <omitted>
Section 3.22 Tax <omitted>
Section 6.2 Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: <omitted>
(b) Accuracy of Representations and Warranties.
(i) The representations and warranties of the Company set forth in Section 3.2(a) and Section 3.2(b) (first sentence only) (the “Capitalization Representations”) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except for any de minimis inaccuracies (it being understood that the accuracy of those representations and warranties that address matters only as of a specified date shall be measured as set forth in this clause (b)(i) only as of such date);
53
(ii) The representations and warranties of the Company set forth in Section 3.1, Section 3.3(a), Section 3.3(b), Section 3.8, Section 3.14(g) and Section 3.22 (the “Fundamental Representations) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date); provided, however, that for purposes of determining the accuracy of the representation and warranty of the Company set forth in the second sentence of Section 3.14(g), for purposes of this Section 6.2(b) (ii), qualifications based on Knowledge of the Company contained in such representation and warranty shall be disregarded;
(iii) The representations and warranties of the Company set forth in this Agreement (other than the Capitalization Representations and the Fundamental Representations) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any failure to be so true and correct which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such date which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect); provided, however, that for purposes of determining the accuracy of the representations and warranties of the Company set forth in this Agreement for purposes of this Section 6.2(b)(iii), all qualifications in the representations and warranties based on a “Company Material Adverse Effect” and all materiality qualifications and other qualifications based on the word “material” or similar phrases (but not dollar thresholds) contained in such representations and warranties shall be disregarded. (Pages 57-58) | Tax | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_0 | 2.1. Organization. Standing and Power: Subsidiaries. <omitted>
2.2. Capital Structure. <omitted>
2.3. Authority: Non-contravention. <omitted> This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by each of the other parties hereto, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) Applicable Legal Requirements governing specific performance, injunctive relief and other equitable remedies (collectively, the “Enforceability Limitations”). The Company Board, by resolutions duly adopted on or prior to the Agreement Date (and, subject to Section 5.3, not thereafter modified or rescinded in a manner adverse to Parent) by the unanimous vote of the members of the Company Board participating in such vote, has (i) approved this Agreement and the Merger, (ii) determined that the Merger and the terms and
19
conditions of this Agreement are fair to, advisable and in the best interests of the Company and the Company’s stockholders and (iii) directed that the adoption of this Agreement be submitted to the Company’s stockholders for consideration and recommended that all of the Company’s stockholders adopt this Agreement. Subject to the accuracy of the representation set forth in Section 3.4, the affirmative vote of the Company’s stockholders holding a majority of all shares of Company Common Stock issued and outstanding on the record date set for the determination of stockholders entitled to vote on such matter at the Company Stockholder Meeting (such affirmative vote, the “Company Stockholder Approvat’) is the only vote of the Company’s stockholders necessary to adopt this Agreement under Applicable Legal Requirements and the Company’s certificate of incorporation and bylaws.
(b) The execution and delivery of this Agreement by the Company does not, and the consummation of the Merger and the other Transactions will not (assuming the accuracy of the representation set forth in Section 3.4, receipt of the Company Stockholder Approval and compliance with the requirements set forth in Section 2.3(c)) (i) result in the creation of any Encumbrance, other than Permitted Encumbrances, on any of the material properties or assets of the Company and the Subsidiaries, taken as a whole, or (ii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the certificate of incorporation or bylaws or other equivalent organizational or governing documents of the Company or any Subsidiary, in each case as amended to date, (B) any Applicable Legal Requirement or (C) any Material Contract, other than, in the case of clauses (i), (ii)(B) and (ii)(C) of this Section 2.3(b), such conflicts, violations, defaults, Encumbrances, terminations, cancellations, accelerations, losses, consents, approvals or waivers as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. <omitted>
2.15. Brokers’ and Advisors’ Fees. <omitted>
2.19. Fairness Opinion. <omitted>
6.3. Additional Conditions to the Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by Parent (it being understood that each such condition is solely for the benefit of Parent and may be waived by Parent in its sole discretion without notice, liability or obligation to any Person): 69
(a) Representations and Warranties. (i) The representations and warranties of the Company in the first sentence of Section 2.1(a), Section 2.2(a), Section 2.3, Section 2.15, Section 2.19 and Section 2.20 shall be true and correct in all material respects on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties that address matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified date) and (ii) the representations and warranties of the Company in Section 2.3(b) and Section 2.3(c), disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true and correct on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties that address matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified date), except where the circumstances causing the failure of such representations or warranties to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (Pages 75-76) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, No-Conflict | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_75 | Section 3.1 Organization. <omitted>
Section 3.3 Authorization; No Conflict.
(a) <omitted> The Company has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Parent and Merger Subsidiary, this Agreement constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). <omitted> (b) The Company Board, by resolutions adopted at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement (including the “agreement of merger,” as such term is used in Section 251 of the DGCL, contained herein) and the Transactions, <omitted>
Section 3.8 Broker’s or Finder’s Fees. <omitted>
Section 3.14 Intellectual Property; IT Assets; Data Privacy. <omitted> (g) Except as noted in Section 3.14(g) of the Company Disclosure Letter, the SLX Agreements, true and complete copies of which have been made available to Parent, remain in full force and effect and have not been amended in a manner that materially reduces the rights of any Company sublicensee. To the Knowledge of the Company, there are no facts or circumstances that would form the basis for any counterparty under the SLX Agreements to terminate any SLX Agreement with respect to Belumosudil, including, for the avoidance of doubt, with respect to a CompanySubsidiary’s assumption of the responsibilities of the Buyer (as defined in the Nano Terra Merger Agreement) in accordance with the applicable SLX Agreements with respect to Belumosudil. The execution, delivery and performance by the Company of this Agreement and the consummation of theTransactions do not and will not, under the terms of the SLX Agreements, result in (i) the loss or impairment of the Company’s right to sublicense or use any of the Company Intellectual Property Rights licensed to the Company pursuant to the SLX Agreements with respect to Belumosudil or (ii) the paymentof any additional consideration for Parent’s right to sublicense or use any such Intellectual Property. Either (A) the Buyer (as defined in the Nano TerraMerger Agreement) is, as a result of a Company Subsidiary’s compliance in all respects with its diligence obligations under
Section 7.1 of the SLXSublicense Agreement, in compliance in all respects with the diligence requirements set forth in Section 8.1 of the Nano Terra Merger Agreement withrespect to Belumosudil, including the obligation to use Commercially Reasonable Efforts (as defined in the Nano Terra Merger Agreement) to developBelumosudil; or (B) in completing the ROCKSTAR Study and/or the Clinical Trials, the Diligence Term (as such term is defined in the Nano Terra MergerAgreement) has expired with respect to Belumosudil. The Company has timely paid, or shall timely pay (to the extent due on or following the AgreementDate), to the appropriate party all material consideration due on or prior to the date that is ninety (90) days following the Closing Date under any SLXAgreement, including any and all Program Payments (as defined the Nano Terra Merger Agreement) and payments related to royalties and SublicenseRevenue (as such term is defined in the Nano Terra Merger Agreement). As of the Agreement Date, neither the Company nor any Company Subsidiaryhas received written notice with respect to Belumosudil (1) asserting a right of reversion or termination under the Nano Terra Merger Agreement or (2)asserting noncompliance with, or failure to perform, a diligence obligation or diligence requirement under any SLX Agreement. During the Interim Period,neither the Company nor any Company Subsidiary has received written notice with respect to Belumosudil (1) asserting a right of reversion or terminationunder the Nano Terra Merger Agreement or (2) asserting noncompliance with, or failure to perform, a diligence obligation or diligence requirement, in anymaterial respect, under any SLX Agreement. <omitted>
Section 6.2 Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: <omitted>
(b) Accuracy of Representations and Warranties.
(i) The representations and warranties of the Company set forth in Section 3.2(a) and Section 3.2(b) (first sentence only) (the “Capitalization Representations”) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except for any de minimis inaccuracies (it being understood that the accuracy of those representations and warranties that address matters only as of a specified date shall be measured as set forth in this clause (b)(i) only as of such date);
53
(ii) The representations and warranties of the Company set forth in Section 3.1, Section 3.3(a), Section 3.3(b), Section 3.8 and Section 3.14(g) (the “Fundamental Representations) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date); provided, however, that for purposes of determining the accuracy of the representation and warranty of the Company set forth in the second sentence of Section 3.14(g), for purposes of this Section 6.2(b) (ii), qualifications based on Knowledge of the Company contained in such representation and warranty shall be disregarded;
(iii) The representations and warranties of the Company set forth in this Agreement (other than the Capitalization Representations and the Fundamental Representations) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any failure to be so true and correct which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such date which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect); provided, however, that for purposes of determining the accuracy of the representations and warranties of the Company set forth in this Agreement for purposes of this Section 6.2(b)(iii), all qualifications in the representations and warranties based on a “Company Material Adverse Effect” and all materiality qualifications and other qualifications based on the word “material” or similar phrases (but not dollar thresholds) contained in such representations and warranties shall be disregarded. (Pages 57-58) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Other | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_89 | SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Closing of each of the following conditions: (a) Representations and Warranties. Each of the representations and warranties of the Company set forth in <omitted> (iii) Article III (other than those referenced in the foregoing clauses (i) and (ii)) shall be true and correct in all respects (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for any such representation or warranty that is made as of a specified date (including the date of this Agreement), in which case such representation or warranty shall be true and correct only as of such specified date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (Page 54)
SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. <omitted> Each of the representations and warranties of the Company set forth in <omitted> (iii) Article III <omitted> shall be true and correct in all respects <omitted> except where the failure of such representations and warranties to be so true and correct has not had <omitted> a Material Adverse Effect; (Page 54)
SECTION 3.03. Capital Structure. <omitted>
SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Closing of each of the following conditions: (a) Representations and Warranties. Each of the representations and warranties of the Company set forth in <omitted> (ii) Section 3.03(a) shall be true and correct in all respects (other than for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for any such representation or warranty that is made as of a specified date (including the date of this Agreement), in which case such representation or warranty shall be true and correct only as of such specified date) (Page 54)
SECTION 3.03. Capital Structure. <omitted>
SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. <omitted> Each of the representations and warranties of the Company set forth in <omitted> (ii) Section 3.03(a) shall be true and correct in all respects (other than for de minimis inaccuracies) (Page 54)
SECTION 3.01. Organization, Standing and Corporate Power. <omitted> SECTION 3.02. Subsidiaries. <omitted>
SECTION 3.03. Capital Structure. <omitted>
SECTION 3.04. Authority; Noncontravention. (a) <omitted> This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Law of general applicability relating to or affecting creditors’ rights and to general equity principles. The Company Board duly and validly adopted resolutions <omitted> (ii) approving this Agreement, the Merger and the other transactions contemplated by this Agreement <omitted>
SECTION 3.18. Brokers and Other Advisors. <omitted>
SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Closing of each of the following conditions: (a) Representations and Warranties. Each of the representations and warranties of the Company set forth in (i) Sections 3.01, 3.02, 3.03(b), 3.04(a) and 3.18 shall be true and correct in all material respects (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for any such representation or warranty that is made as of a specified date (including the date of this Agreement), in which case such representation or warranty shall be true and correct only as of such specified date), (Page 54)
SECTION 3.01. Organization, Standing and Corporate Power. <omitted> SECTION 3.02. Subsidiaries. <omitted>
SECTION 3.03. Capital Structure. <omitted>
SECTION 3.04. Authority; Noncontravention. (a) <omitted> This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Law of general applicability relating to or affecting creditors’ rights and to general equity principles. The Company Board duly and validly adopted resolutions <omitted> (ii) approving this Agreement, the Merger and the other transactions contemplated by this Agreement <omitted>
SECTION 3.18. Brokers and Other Advisors. <omitted>
SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. <omitted> Each of the representations and warranties of the Company set forth in (i) Sections 3.01, 3.02, 3.03(b), 3.04(a) and 3.18 shall be true and correct in all material respects (Page 54) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | Section 2.1 Due Organization; Subsidiaries. <omitted>
Section 2.2 Authority; Binding Nature of Agreement. <omitted> (b) The Lambda Board has unanimously (i) determined that this Agreement, the Integrated Mergers and the other transactions contemplated by this Agreement are in the best interests of, and are advisable to, Lambda and the Lambda Stockholders,(ii) approved and declared advisable this Agreement, the Integrated Mergers and the other transactions contemplated by this Agreement, <omitted>
Section 2.4 Capitalization. <omitted>
Section 2.6 SEC Filings; Financial Statements. <omitted> (b) The financial statements (including related notes, if any) contained in the Lambda SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained notes and were subject to normal and recurring year-end adjustments); and (iii) fairly presented in all material respects the consolidated financial position of Lambda and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Lambda and its consolidated Subsidiaries for the periods covered thereby.For purposes of this Agreement, “Lambda Balance Sheet” means that audited consolidated balance sheet (and notes thereto) ofLambda and its consolidated Subsidiaries as of December 31, 2020 (the “Lambda Balance Sheet Date”) set forth in Lambda’s Annual Report on Form 10-K filed with the SEC on March 31, 2021, as amended on April 30, 2021.
Section 2.15 Tax <omitted>
Section 6.2 Additional Conditions to Pi’s Obligations. The obligations of Pi to consummate the Integrated Mergers are subject to the satisfaction or, to the extent permitted by Law, the waiver by Pi on or prior to the Effective Time of each of the following conditions: <omitted> (b) The representations and warranties of Lambda contained (i) in the first sentence of Section 2.1(a), Section 2.2(a), Section 2.2(c), Section 2.4(a), Section 2.4(c) and Section 2.15 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in each case, for de minimis inaccuracies, (ii) Section 2.6(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date) and (iii) in this Agreement (other than the representations and warranties of Lambda set forth in the first sentence of Section 2.1(a), Section 2.2(a), Section 2.2(c), Section 2.4(a), Section 2.4(c), Section 2.6(b) and Section 2.15) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except (in the case of this clause (iii)) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Lambda Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expected to have, individually or in the aggregate, a Lambda Material Adverse Effect; and (Page 89) | Tax | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_83 | Section 4.01. Corporate Existence and Power. <omitted>
Section 4.02. Corporate Authorization. <omitted> The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceabilitymay be limited by bankruptcy, insolvency, reorganization, moratorium or other Applicable Laws of general applicability relating to or affecting creditor’s rights, or by principles governing the availability of equitable remedies, whether considered in suit, action or proceeding at law or in equity (collectively, the “Enforceability Exceptions”)). 22 (b) At a meeting duly called and held, the Board of Directors has <omitted> (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby <omitted>
Section 4.05. Capitalization. <omitted>
Section 4.22. Finders’ Fees. <omitted>
Section 9.02. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of the following additional conditions: <omitted> (b) the representations and warranties of the Company contained in Section 4.01, Section 4.02 , Section 4.05(b), Section 4.05(c) and Section 4.22 (disregarding all materiality, Company Material Adverse Effect or similar qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time), (c) the representations and warranties of the Company contained in Section 4.05(a) (disregarding all materiality, Company Material Adverse Effect or similar qualifications contained therein) shall be true and correct at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time), except where failure to be so true and correct would not reasonably be expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates, individually or in the
aggregate, that is more than $2,500,000;
70
(d) Other than representations and warranties of the Company listed in Section 9.02(b) and Section 9.02(c), the representations and warranties of the Company contained in this Agreement (disregarding all materiality, Company Material Adverse Effect or similar qualifications contained therein) shall be true in all respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time), with only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Pages 32-33) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_39 | Section 3.3 Authorization; Enforceability <omitted> The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board. <omitted> The execution, delivery and performance of this Agreement by the Company, and the consummation by it of its obligations under this Agreement, have been authorized by all necessary corporate action, subject to the Company Shareholder Approval, and, subject to the receipt of the Requisite Regulatory Approvals and assuming the due authorization, execution and delivery of this Agreement by Nicolet, this Agreement constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other Legal Requirements affecting creditors’ rights generally and subject to general principles of equity. <omitted>
Section 3.5 Capitalization <omitted>
Section 8.1 Accuracy of Representations and Warranties. For purposes of this Section 8.1, the accuracy of the representations and warranties of the Company set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Closing Date (or such other date(s) as specified, to the extent any representation or warranty speaks as of a specific date). The representations and warranties set forth in Section 3.3 and Section 3.5(a) shall be true and correct (except for inaccuracies which are de minimis in amount and effect). There shall not exist inaccuracies in the representations and warranties of the Company set forth in this Agreement (including the representations set forth in Section 3.3 and Section 3.5(a)) such that the aggregate effect of such inaccuracies has, or is reasonably likely to have, a Material Adverse Effect on the Company; provided that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” or to the “Knowledge” of any Person shall be deemed not to include such qualifications. (Pages 51-52) | Authority, Approval, Enforceability | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | Section 4.01. Corporate Existence and Power. <omitted>
Section 4.02. Corporate Authorization. <omitted> This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Company’s Board of Directors has (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company’s shareholders, (ii) adopted this Agreement and the transactions contemplated hereby and (iii) resolved, subject to Section 6.03, to recommend approval of this Agreement by its shareholders (such recommendation, the “Company Board Recommendation”). <omitted>
Section 4.05. Capitalization. <omitted>
Section 4.10. Absence of Certain Changes. <omitted> (b) Since the Company Balance Sheet Date, there has not been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. <omitted>
Section 4.20 Tax <omitted>
Section 4.22. Product Liability. <omitted>
Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. <omitted> (a) (i) the representations and warranties of the Company set forth in Section 4.01(i), Section 4.02, Section 4.20 and Section 4.22 (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects as of the Closing Date as if made at and as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time), (ii) the representations and warranties of the Company set forth in Section 4.05(a), (d), (e) and (f) shall be true and correct in all but de minimis respects as of the Closing Date as if made at and as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time) (iii) the representation and warranty of the Company set forth in Section 4.10(b) shall be true in all respects as of the Closing Date as if made at and as of the Closing Date and (iv) the other representations and warranties of the Company set forth in Article 4 (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct as of the Closing Date as if made at and as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), in the case of this clause (iii) with only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (Pages 62-63) | Tax | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | 3.2 Capital Stock <omitted>
(b) <omitted> All of the
shares of capital stock or other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by the Company, free and clear of all Liens (other than Permitted Liens).
3.4 Authority. <omitted> (a) <omitted>
This Agreement has been duly executed and delivered by the Company and,
assuming the due authorization, execution
and delivery by Parent and Purchaser, constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance
with its terms, except as enforcement thereof may be limited by (i) the laws of general application relating to bankruptcy, insolvency, reorganization and moratorium and similar Laws affecting the enforcement of creditors’ rights or remedies in general as from time to time in effect or (ii) the exercise by courts of equity powers (the “Bankruptcy and Equity Exception”).
(b) The Company Board, at a meeting duly called and held at which all of the directors of the Company were present, and by the
unanimous vote of all directors of the Company, duly adopted resolutions which: (i) determined that the terms of this Agreement, and the Transactions are advisable and fair to, and in the best interest of the Company and the Company Stockholders; (ii) agreed that the Agreement shall be subject to Section 251(h) of the DGCL; (iii) approved the execution, delivery and performance by the
Company of this Agreement and the consummation of the Transaction
<omitted>
Section 3.15 Tax <omitted>
CONDITIONS TO THE OFFER
The obligation of Purchaser to accept for payment and pay for Company Shares validly tendered (and not withdrawn) pursuant to the Offer, subject to the rights and obligations of Purchaser to extend and/or amend the Offer in accordance with the terms and conditions of the Agreement, is subject to the satisfaction of the conditions set forth in clauses “(i)” through “(viii)” below. <omitted>
(ii) (a) the representations and warranties of the Company set forth in Sections 3.2(a) (first sentence only) and 3.2(b) (Capital Stock) of the Agreement shall have been accurate in all respects as of the Agreement Date and shall be accurate in all respects at and as of the Closing Date as if made on and as of such Closing Date, except (other than a result of a willful breach by the Company) de minimis inaccuracies (it being understood that, for purposes of determining the accuracy of such representations and warranties, (1) any update of or modification to the Company Disclosure Letter made or purported to have been made after the Agreement Date shall be disregarded and (2) the accuracy of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth in this clause (a)) only as of such date; Annex I-1
(b) the representations and warranties of the Company set forth in Sections 3.1 (Organization, Standing and Power), 3.4 (Authority), 3.15 (Tax), 3.21 (Takeover Statutes), 3.23 (Brokers), 3.24 (No Vote Required) and 3.25 (first sentence only) (Opinion of Financial Advisor) of the Agreement shall have been accurate in all material respects as of the Agreement Date, and shall be accurate in all material respects at and as of the Offer Acceptance Time as if made on and as of such Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (1) all “Company Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded, (2) any update of or modification to the Company Disclosure Letter made or purported to have been made after the Agreement Date shall be disregarded and (3) the accuracy of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth in this clause (b)) only as of such date); (c) the representations and warranties of the Company set forth in clause “(b)” of the first sentence of Section 3.8 (Absence of Certain Changes or Events) shall have been accurate in all respects as of the Agreement Date and shall be accurate in all respects at and as of the Offer Acceptance Time as if made on and as of such time (it being understood that any update of or modification to the Company Disclosure Letter made or purported to have been made after the Agreement Date shall be disregarded); (d) the representations and warranties of the Company set forth in the Agreement (other than those referred to in clauses “(a)”, “(b)” or “(c)” above) shall have been accurate in all respects as of the Agreement Date, and shall be accurate in all respects at and as of the Offer Acceptance Time as if made on and as of such time, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively), do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (1) all “Company Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded, (2) any update of or modification to the Company Disclosure Letter made or purported to have been made after the Agreement Date shall be disregarded and (3) the accuracy of those representations or warranties that address matters only as of a specific date shall be measured only as of such date); (Pages 104-105) | Tax | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | Section 3.1 Representations and Warranties of Company. <omitted>
(a) Organization, Standing and Power. <omitted> (iv) All issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are (i) wholly owned, directly or indirectly, by the Company <omitted>
(b) Capital Structure. <omitted>
(c) Authority; No Violation. (i) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement <omitted> This Agreement has been duly and validly executed and delivered by the Company and constitutes, subject to execution by Parent and Merger Sub, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms <omitted>
(l) Absence of Certain Changes. (i) Since March 31, 2021, there have been no Effects which have had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. <omitted>
(m) Board Approval. <omitted>
(n) Vote Required. <omitted>
(o) Tax. <omitted>
(u) Investment Company Act of 1940. <omitted>
(v) Brokers or Finders. <omitted>
(w) Opinion of Company Financial Advisor. <omitted>
Section 6.2 Conditions to Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is subject to the satisfaction or waiver by Parent in writing, at or prior to the Closing, of the following additional conditions: (a) Company Representations and Warranties. (i) The representations and warranties of the Company set forth in Section 3.1(l)(i) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of the Company set forth in Section 3.1(b)(i) shall be true and correct in all respects, except for any de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of
such date), (iii) the representations and warranties of the Company set forth in the first, fourth (to the extent relating to the Company) and fifth sentences of Section 3.1(a)(i), clause (i) of the first sentence of Section 3.1(a)(iv), the second sentence of Section 3.1(b)(ii), Section 3.1(b)(iii), Section 3.1(b)(iv), Section 3.1(b) (v), Section 3.1(c)(i), Section 3.1(m), Section 3.1(n), Section 3.1(o), Section 3.1(u), Section 3.1(v) and Section 3.1(w) shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), and (iv) the other representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to materiality or Company Material Adverse Effect) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 30-31) | Tax | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_27 | Section 6.3 Conditions to Obligation of Parent to Effect the First Merger. The obligation of Parent to effect the First Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted>
(iii) the other representations and warranties of the Company set forth in Article III shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct (without regard to any qualifications or exceptions as to “materiality,” “Company Material Adverse Effect” and similar qualifiers contained in such representations and warranties) has not had or would not have, individually or in the aggregate, a Company Material Adverse Effect; (Page 92)
Section 6.3 Conditions to Obligation of Parent to Effect the First Merger. <omitted>
(iii) the other representations and warranties of the Company set forth in Article III shall be true and correct <omitted> except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct <omitted> has not had or would not have, individually or in the aggregate, a Company Material Adverse Effect; (Page 92)
Section 3.2 Capital Stock. <omitted>
Section 6.3 Conditions to Obligation of Parent to Effect the First Merger. The obligation of Parent to effect the First Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions: (a) Representations and Warranties.
(i) The representations and warranties of the Company set forth in Section 3.2(a) shall be true and correct in all respects (except for only de minimis inaccuracies) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (Page 92)
Section 3.2 Capital Stock. <omitted>
Section 6.3 Conditions to Obligation of Parent to Effect the First Merger.
<omitted>
(i) The representations and warranties of the Company set forth in Section 3.2(a) shall be true and correct in all respects (except for only de minimis inaccuracies) (Page 92)
Section 3.1 Qualification, Organization, Subsidiaries. <omitted>
Section 3.2 Capital Stock. <omitted>
Section 3.3 Corporate Authority Relative to this Agreement; No Violation. <omitted>
(iii) approved the execution, delivery and performance of this Agreement and the Merger,
<omitted>
This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of the counterparties thereto, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to the limitation of such enforcement by (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).
<omitted>
Section 3.23 Finders or Brokers. <omitted>
Section 3.25 Takeover Laws. <omitted>
Section 6.3 Conditions to Obligation of Parent to Effect the First Merger. The obligation of Parent to effect the First Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted>
(ii) the representations and warranties of the Company set forth in Section 3.1 (other than the second sentence of Section 3.1(b)), Section 3.2 (other than Section 3.2(a)), Section 3.3(a), Section 3.23 and Section 3.25 shall be true and correct in all material respects, both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (Page 92)
Section 3.1 Qualification, Organization, Subsidiaries. <omitted>
Section 3.2 Capital Stock. <omitted>
Section 3.3 Corporate Authority Relative to this Agreement; No Violation. <omitted>
(iii) approved the execution, delivery and performance of this Agreement and the Merger,
<omitted>
This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of the counterparties thereto, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms
<omitted>
Section 3.23 Finders or Brokers. <omitted>
Section 3.25 Takeover Laws. <omitted>
Section 6.3 Conditions to Obligation of Parent to Effect the First Merger. <omitted>
(ii) the representations and warranties of the Company set forth in Section 3.1 (other than the second sentence of Section 3.1(b)), Section 3.2 (other than Section 3.2(a)), Section 3.3(a), Section 3.23 and Section 3.25 shall be true and correct in all material respects (Page 92) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Takeover Statutes | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_94 | Section 2.1 Due Organization and Good Standing; Subsidiaries. <omitted>
Section 2.3 Capitalization. <omitted>
Section 2.4 Authority; Binding Nature of Agreement. <omitted> Assuming the accuracy of Parent’s and Acquisition Subs’ representations and warranties set forth in Section 3.17 hereof, on or prior to the date hereof, the Company Board has unanimously: (a) duly and validly authorized and approved the execution, the delivery and, subject to the receipt of the Required Company Stockholder Vote, the performance of this Agreement and the consummation of the First Merger by the Company; (b) determined that the First Merger is fair to and in the best interests of the Company and its stockholders; (c) approved and declared advisable this Agreement and the consummation of the transactions contemplated by this Agreement, including the First Merger; and (d) resolved that (i) this Agreement be submitted to a vote of the Company’s stockholders and, <omitted>
Section 2.5 Vote Required. <omitted>
Section 2.6 Non-Contravention; Consents.(a) The execution and delivery of this Agreement by the Company and <omitted> the consummation by the Company of the Mergers will not: (i) cause a violation of any of the provisions of the Organizational Documents of the Company or any Company Subsidiary; <omitted>
Section 2.25 Brokers. <omitted>
Section 5.2 Additional Conditions Precedent to Parent’s Obligations. The obligation of Parent to cause the Mergers to be effected and otherwise cause the transactions contemplated by this Agreement to be consummated are subject to the satisfaction or waiver by Parent, as of the Closing, of each of the following conditions: (a) Accuracy of Representations. (i) The representations and warranties of the Company contained in Section 2.3(c) shall have been true and accurate, other than de minimis inaccuracies, at and as of the date of this Agreement and shall be true and accurate, other than de minimis inaccuracies, at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall only be required to be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the representations and warranties of the Company contained in the first sentence of Section 2.1(a), Section 2.3 (other than Section 2.3(c)), Section 2.4, Section 2.5, Section 2.6(a)(i), and Section 2.25 shall have been true and accurate in all material respects at and as of the date of this Agreement and shall be true and accurate in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall only be required to be true and accurate in all material respects as of such particular date or period of time); provided, however, that, in the case of this clause (ii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date of this Agreement and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall only be required to be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in, a Company Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; provided that the reference to Company Material Adverse Effect in Section 2.8(a) shall be given effect. (Pages 99-100) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | 2.1 Due Organization and Good Standing; Subsidiaries. <omitted>
2.3 Capitalization. <omitted> ( d ) Except as set forth in Section 2.3(c), there are no: <omitted> (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or other equity interest or any other securities. <omitted>
2.4 Authority; Binding Nature of Agreement. <omitted> This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms <omitted>
2.5 Vote Required. <omitted>
2.6 Non-Contravention; Consents. <omitted>
2.20 Tax <omitted>
2.21 Takeover Statutes. <omitted>
2.24 Brokers. <omitted>
5.2 Additional Conditions Precedent to Parent’s Obligations . <omitted> (i) The representations and warranties of the Company contained in Section 2.3 (other than Section 2.3(f)) shall have been true and accurate, other than de minimis inaccuracies <omitted> (ii) the representations and warranties of the Company contained in Section 2.1(a), Section 2.3(f), Section 2.4, Section 2.5, Section 2.6(a)(i), Section 2.20, Section 2.21 and Section 2.24 shall have been true and accurate in all material respects (Page 83) | Tax | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_135 | Section 3.3 Authority. <omitted> This Agreement has been duly executed and delivered by the Company and(assuming the due authorization, execution and delivery by the counterparties hereto) constitutes the valid and binding obligation of the Company,enforceable against the Company in accordance with its terms except to the extent that enforceability (i) may be limited by applicable bankruptcy,insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting or relating to creditors’ rights generally (whether now or hereafter ineffect) and (ii) is subject to general principles of equity (the “Enforceability Limitations”). (b)The Company’s Board of Directors (the “Company Board”), at a meeting duly called and held, duly and unanimously adoptedresolutions (i) approving and declaring advisable this Agreement, Merger I, Merger II and the other Transactions, (ii) determining that this Agreement andTransactions are advisable and in the best interests of the Company and its stockholders, (iii) directing that this Agreement be submitted to a vote of thestockholders of the Company for adoption at the Company Stockholder Meeting, and (iv) resolving to make the Company Recommendation. <omitted>
Section 3.4 No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the Transactions, do not and will not (i) conflict with or violate the Company Charter, the Company Bylaws or the comparable charter or organizationaldocuments of any Subsidiary of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of Section 3.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto haveterminated or expired, conflict with or violate any U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order,Judgment, writ, stipulation, award, injunction, decree or other enforceability requirements imposed by a Governmental Entity (collectively, “Law”), in each case that is applicable to any Acquired Company or by which any of its assets or properties is subject or bound, (iii) result in any breach or violation of, orconstitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of payment or loss of a benefit under,or give rise to any right of termination, cancellation or acceleration of, any Company Material Contract, (iv) result in any breach or violation of any CompanyPlan (including any award agreement thereunder) or (v) result in the creation of any Lien upon any of the material properties or assets of any of theAcquired Companies, other than, in the case of clauses (ii), (iii), (iv) and (v) above, any such items that, individually or in the aggregate, have not had, andwould not reasonably be expected to have, a Company Material Adverse Effect. <omitted>
Section 6.2 Conditions to Obligations of Parent, Merger Sub II and Merger Sub I. The respective obligations of Parent, Merger Sub II and Merger Sub I to effect Merger I are further subject to the satisfaction at the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent: (a) Representations and Warranties. The representations and warranties of the Company set forth in (i) Section 3.1 (Organization, Standing and Power; Subsidiaries), Section 3.3 (Authority), Section 3.4 (No Conflict; Consents and Approvals) and Section 3.21 (Brokers) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except such representations or warranties that were made as of a specific date need to be true and correct in all respects as of such date), (ii) Section 3.2 (Capital Stock) shall be true and correct in all respects, except for any de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that such representations or warranties that were made as of a specific date need be true and correct in all respects, except for any de minimis inaccuracies, as of such date) and (iii) any other section of this Agreement (without regard to any materiality or Company Material Adverse Effect qualifiers contained therein) shall be true and correct in all material respects, in either case, as of the date of this Agreement and the Closing Date as though made on or as of such date (except such representations or warranties that were made as of a specific date need to be true and correct in all respects as of such date); provided that the condition in this clause (iii) of this Section 6.2(a) shall be deemed to have been satisfied even if any representations and warranties of Company are not true and correct unless the cumulative effect of the failure of such representations and warranties of the Company, individually or in the aggregate, has resulted in or is reasonably likely to result in a Company Material Adverse Effect. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect. (Page 39) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, No-Conflict | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | Section 4.01
Organization and Good Standing; Organizational Documents.
<omitted>
Section 4.02
Authority for Agreement.
<omitted>
This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and
delivery by Parent and Merger Sub, constitutes a legal, valid and
binding obligation of the Company enforceable against the
Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar Laws relating to or affecting creditors’ rights
generally, general equitable principles (whether
considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity
powers (the “Bankruptcy and Equity Exception”).
As of the date of this Agreement, the
Special
Committee and the Company Board of Directors (upon the unanimous
recommendation of the Special Committee) have adopted
resolutions
unanimously (i) determining that this Agreement, the Merger and the
other transactions contemplated hereby are fair,
advisable and in the best interests of the Company and the
Company Shareholders, (ii) approving and adopting this Agreement, the Merger and the other
transactions contemplated hereby
<omitted>
Section 4.18 Tax <omitted>
Section 4.22
Takeover Statutes.
<omitted>
Section 4.24
Brokers or Finders.
<omitted>
Section 7.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger on the Closing Date are subject to the satisfaction (or waiver by Parent and Merger Sub) as of the Closing Date of the following conditions: (a) Representations and Warranties. The representations and warranties of the Company (i) set forth in Section 4.01(a), Section 4.02, Section 4.03(a), Section 4.18, Section 4.22 and Section 4.24 (the “Company Fundamental Representations”) shall be true and correct both as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent expressly made as of a specific date, in which case as of such specific date), in each case other than any de minimis inaccuracies with respect to Section 4.03(a) (Page 55) | Tax | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_67 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: (a) Representations and Warranties. <omitted>
(ii) Each of the representations and warranties made by the Company in this Agreement other than the Company Fundamental Representations (without giving effect to any references to any “Company Material Adverse Effect” or other “materiality” qualifications) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made as and on the Closing Date, in each case, (A) except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date, and (B) except where the failure to be so true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect. (Page 35)
Section 8.02 Conditions to the Obligations of Parent and Merger Sub. <omitted>
Each of the representations and warranties made by the Company in this Agreement <omitted> shall be true and correct in all respects <omitted> (B) except where the failure to be so true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect. (Page 35)
Section 4.05 Capitalization; Subsidiaries. <omitted>
Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: (a) Representations and Warranties.
(i) Each of the representations and warranties made by the Company in Section <omitted> 4.05(a) <omitted> (collectively, the “Company Fundamental Representations”) shall be true and correct, in all material respects, as of the date hereof and as of the Closing Date as if made as and on the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date; and (Page 35)
Section 4.05 Capitalization; Subsidiaries. <omitted>
Section 8.02 Conditions to the Obligations of Parent and Merger Sub. <omitted>
(i) Each of the representations and warranties made by the Company in Section <omitted> 4.05(a) <omitted> shall be true and correct, in all material respects (Page 35)
Section 4.01 Corporate Existence and Power. <omitted>
Section 4.02 Corporate Authorization. <omitted> (a) <omitted>
This Agreement has been duly and validly executed and delivered by the Company, and assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).
<omitted>
(b) The Company Board has duly adopted resolutions (i) determining
that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company and the Company’s
stockholders, (ii) approving this Agreement and the Transaction
<omitted>
Section 4.20 No Brokers. <omitted>
Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: (a) Representations and Warranties.
(i) Each of the representations and warranties made by the Company in Sections 4.01(a), 4.02, <omitted> and 4.20 (collectively, the “Company Fundamental Representations”) shall be true and correct, in all material respects, as of the date hereof and as of the Closing Date as if made as and on the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date; and (Page 35)
Section 4.01 Corporate Existence and Power. <omitted>
Section 4.02 Corporate Authorization. <omitted> (a) <omitted>
This Agreement <omitted> constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,
<omitted>
(b) The Company Board has duly adopted resolutions <omitted> (ii) approving this Agreement and the Transaction
<omitted>
Section 4.20 No Brokers. <omitted>
Section 8.02 Conditions to the Obligations of Parent and Merger Sub. <omitted> (a) Representations and Warranties.
(i) Each of the representations and warranties made by the Company in Sections 4.01(a), 4.02, <omitted> and 4.20 (collectively, the “Company Fundamental Representations”) shall be true and correct, in all material respects, as of the date hereof and as of the Closing Date as if made as and on the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date; and (Page 35) | Authority, Approval, Enforceability, Organization, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_122 | 5.2 Additional Conditions Precedent to Parent’s Obligations.
The obligation of Parent to cause the Merger to be effected and
otherwise cause the
transactions contemplated by this Agreement to be consummated are
subject to the satisfaction or waiver by Parent, as of
the Closing, of
each of the following conditions:
<omitted>
(iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and <omitted>
warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in a Company Material Adverse Effect; (Pages 70-71)
5.2 Additional Conditions Precedent to Parent’s Obligations.
<omitted>
(iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects <omitted> except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in a Company Material Adverse Effect; (Pages 70-71)
2.3 Capitalization. <omitted>
5.2 Additional Conditions Precedent to Parent’s Obligations. The obligation of Parent to cause the Merger to be effected and otherwise cause the transactions contemplated by this Agreement to be consummated are subject to the satisfaction or waiver by Parent, as of the Closing, of each of the following conditions: (a) Accuracy of Representations (i) The representations and warranties of the Company contained in Section 2.3 (other than Section 2.3(f)) shall have been true and accurate, other than de minimis inaccuracies, at and as of the date hereof and shall be true and accurate, other than de minimis inaccuracies, at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (Page 70)
2.3 Capitalization. <omitted>
5.2 Additional Conditions Precedent to Parent’s Obligations. <omitted> (i) The representations and warranties of the Company contained in Section 2.3 (other than Section 2.3(f)) shall have been true and accurate, other than de minimis inaccuracies, at and as of the date hereof and shall be true and accurate, other than de minimis inaccuracies, at and as of the Closing Date as if made at and as of such time (Page 70)
2.1 Due Organization and Good Standing; Subsidiaries. <omitted>
2.3 Capitalization. <omitted> (d) Except as set forth in Section 2.3(c), as of the Company Capitalization Date, there was no <omitted> (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or other equity interest or any other securities. <omitted>
2.4 Authority; Binding Nature of Agreement. <omitted> The Company Board has unanimously: <omitted> (c) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; <omitted> This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Sub and the accuracy of the representations and warranties set forth in Section 3.10, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms
2.5 Vote Required. <omitted>
2.6 Non-Contravention; Consents. <omitted>
2.20 Takeover Statutes. <omitted>
2.23 Brokers. <omitted>
5.2 Additional Conditions Precedent to Parent’s Obligations. The obligation of Parent to cause the Merger to be effected and otherwise cause the transactions contemplated by this Agreement to be consummated are subject to the satisfaction or waiver by Parent, as of the Closing, of each of the following conditions: (a) Accuracy of Representations (i) The representations and warranties of the Company contained in Section 2.3 (other than Section 2.3(f)) shall have been true and accurate, other than de minimis inaccuracies, at and as of the date hereof and shall be true and accurate, other than de minimis inaccuracies, at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the representations and warranties of the Company contained in Section 2.1(a) (first sentence only), Section 2.3(f), Section 2.4, Section 2.5, Section 2.6(a)(i), Section 2.20 and Section 2.23 shall have been true and accurate in all material respects at and as of the date hereof and shall be true and accurate in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate in all material respects as of such particular date or period of time); provided, however, that, in the case of this clause (ii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; (Page 70)
2.1 Due Organization and Good Standing; Subsidiaries. <omitted>
2.3 Capitalization. <omitted> (d) Except as set forth in Section 2.3(c), as of the Company Capitalization Date, there was no <omitted> (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or other equity interest or any other securities. <omitted>
2.4 Authority; Binding Nature of Agreement. <omitted> The Company Board has unanimously: <omitted> (c) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; <omitted> This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Sub and the accuracy of the representations and warranties set forth in Section 3.10, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms
2.5 Vote Required. <omitted>
2.6 Non-Contravention; Consents. <omitted>
2.20 Takeover Statutes. <omitted>
2.23 Brokers. <omitted>
5.2 Additional Conditions Precedent to Parent’s Obligations. The obligation of Parent to cause the Merger to be effected and otherwise cause the transactions contemplated by this Agreement to be consummated are subject to the satisfaction or waiver by Parent, as of the Closing, of each of the following conditions: (a) Accuracy of Representations (i) The representations and warranties of the Company contained in Section 2.3 (other than Section 2.3(f)) shall have been true and accurate, other than de minimis inaccuracies, at and as of the date hereof and shall be true and accurate, other than de minimis inaccuracies, at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the representations and warranties of the Company contained in Section 2.1(a) (first sentence only), Section 2.3(f), Section 2.4, Section 2.5, Section 2.6(a)(i), Section 2.20 and Section 2.23 shall have been true and accurate in all material respects at and as of the date hereof and shall be true and accurate in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate in all material respects as of such particular date or period of time); provided, however, that, in the case of this clause (ii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; (Page 70) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_71 | Section 4.1 Organization, Standing and Power. <omitted>
(d) On or prior to the date hereof, the Company Board has unanimously <omitted> (iv) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained in this Agreement and the consummation of the Offer, the Merger and the other Transactions upon the terms and subject to the conditions contained in this Agreement; and
Section 4.19 Takeover Laws; Section 203 Approval. <omitted> The Company does not have any stockholder rights plan or “poison pill” in effect.
<omitted>
Notwithstanding any other terms or provisions of the Offer or this Agreement, the Purchaser shall not be obligated to accept for payment, or, subject to the rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Company Shares validly tendered and not withdrawn pursuant to the Offer, and may terminate or amend the Offer in accordance with (and to the extent permitted by) the terms of this Agreement, and may postpone the acceptance of, or payment for, any Company Shares in accordance with (and to the extent permitted by) the terms of this Agreement, at any scheduled Expiration Date (as it may have been extended pursuant to Section 2.1(d) of the Agreement) if any of the conditions set forth below are not satisfied or waived in writing by Parent at one minute after 11:59 p.m., Eastern time, on the Expiration Date (the “Expiration Time”):
<omitted>
(3) the representations and warranties of the Company (i) set forth in Section 4.2(a) and (c) (Capitalization) of the Agreement shall be true and correct in all respects (except for de minimis inaccuracies) at and as of the Expiration Time with the same effect as though made as of the Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in Section 4.1(a) and (d) (Organization, Standing and Power), the first two sentences of Section 4.2(b) (Capitalization), the second sentence of Section 4.2(d) (Capitalization), Section 4.3 (Authorization; Execution and Delivery; Enforceability), Section 4.19 (Takeover Laws; Section 203 Approval), Section 4.20 (Brokers and Finders) and Section 4.22 (Opinion of the Company Financial Advisor) of the Agreement shall be true and correct in all material respects at and as of the Expiration Time with the same effect as though made as of the Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (iii) set forth in the Agreement, other than those Sections specifically identified in clauses (i) and (ii) of this clause (3), shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) at and as of the Expiration Time with the same effect as though made as of the Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 45) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
main | contract_82 | Section 6.2 Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: <omitted> (b) Accuracy of Representations and Warranties. <omitted> (iii) The representations and warranties of the Company set forth in this Agreement (other than the Capitalization Representations and the Fundamental Representations) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any failure to be so true and correct which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such date which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect); provided, however, that for purposes of determining the accuracy of the representations and warranties of the Company set forth in this Agreement for purposes of this Section 6.2(b)(iii), all qualifications in the representations and warranties based on a “Company Material Adverse Effect” and all materiality qualifications and other qualifications based on the word “material” or similar phrases (but not dollar thresholds) contained in such representations and warranties shall be disregarded. (Page 51)
Section 6.2 Additional Parent and Merger Subsidiary Conditions. <omitted> (iii) The representations and warranties of the Company set forth in this Agreement <omitted> , except (i) for any failure to be so true and correct which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (Page 51)
Section 6.2 Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: <omitted> (b) Accuracy of Representations and Warranties. (i) The representations and warranties of the Company set forth in Section 3.2(a) and 3.2(b) (the “Capitalization Representations”) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any de minimis inaccuracies and (ii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date, except for any de minimis inaccuracies); (Page 51)
Section 6.2 Additional Parent and Merger Subsidiary Conditions. <omitted> (b) Accuracy of Representations and Warranties. (i) The representations and warranties of the Company set forth in Section 3.2(a) and 3.2(b) (the “Capitalization Representations”) shall be true and correct <omitted> , except (i) for any de minimis inaccuracies (Page 51)
Section 3.1 Organization.
<omitted>
Section 3.2 Capitalization
<omitted>
Section 3.3 Authorization; No Conflict.
(a) <omitted>
The Company has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Parent
and Merger Subsidiary, this Agreement constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other laws
affecting creditors’ rights generally and general principles of equity).
(b) The Company Board, by resolutions adopted at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement (including the “agreement of merger,” as such term is used in Section 251 of the DGCL, contained herein) and the Transactions,
<omitted>
Section 3.8 Broker's or Finder's Fees.
<omitted>
Section 6.2 Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: <omitted>
(b) Accuracy of Representations and Warranties.
(i) The representations and warranties of the Company set forth in Section 3.2(a) and 3.2(b) (the “Capitalization Representations”) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any de minimis inaccuracies and (ii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date, except for any de minimis inaccuracies);
(ii) The representations and warranties of the Company set forth in Section 3.1, 3.3(a), 3.3(b), 3.3(e) and 3.8 (the “Fundamental Representations”) shall be true and correct in all material respects as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct in all material respects as of such particular date); (Page 51)
Section 3.1 Organization.
<omitted>
Section 3.2 Capitalization
<omitted>
Section 3.3 Authorization; No Conflict.
(a) <omitted>
this Agreement constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms
<omitted>
(b) The Company Board, by resolutions adopted at a meeting duly called and held, has unanimously <omitted> (ii) approved and declared advisable this Agreement (including the “agreement of merger,” as such term is used in Section 251 of the DGCL, contained herein) and the Transactions,
<omitted>
Section 3.8 Broker's or Finder's Fees.
<omitted>
Section 6.2 Additional Parent and Merger Subsidiary Conditions. <omitted>
(i) The representations and warranties of the Company set forth in Section 3.2(a) and 3.2(b) (the “Capitalization Representations”) shall be true and correct <omitted> except (i) for any de minimis inaccuracies <omitted>
(ii) The representations and warranties of the Company set forth in Section 3.1, 3.3(a), 3.3(b), 3.3(e) and 3.8 (the “Fundamental Representations”) shall be true and correct in all material respects (Page 51) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | No MAE | Accuracy of Target R&W Closing Condition | 10-5 | Conditions to Closing |
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