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main | contract_12 | 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the Exchange Act, pay for any Shares validly tendered and not properly withdrawn pursuant to the Offer if any of the following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>
(d) 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 (d), 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 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 98)
Conditions to the Offer <omitted> 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 (d), shall not be true and correct <omitted> 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 98)
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of the SEC, including Rule 14e-1(c)under the Exchange Act, pay for any Shares validly tendered and not properly withdrawn pursuant to the Offer if any of the following conditions exist, or have occurred and are continuing, at the scheduled Expiration Time of the Offer: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>
(d) Representations and Warranties. The representations and warranties of the Company (i) set forth in Section 4.02(a) (Capital Structure) shall not be true and correct in all respects 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 where the failure to be true and correct in all respects would not reasonably be expected to result in additional liability to the Company, Parent or their respective Affiliates in excess of $10,000,000 in the aggregate (Page 98)
Conditions to the Offer <omitted> The representations and warranties of the Company (i) set forth in Section 4.02(a) (Capital Structure) shall not be true and correct in all respects <omitted> except where the failure to be true and correct in all respects would not reasonably be expected to result in additional liability to the Company, Parent or their respective Affiliates in excess of $10,000,000 in the aggregate (Page 98)
Section 4.02. Capital Structure.
(g) Section 4.02(g)
of the Company Disclosure Schedule sets forth: (i) each of the
Company’s Subsidiaries; (ii) whether or not
each such Subsidiary is a Wholly Owned Subsidiary (any Subsidiary that is not a Wholly Owned Subsidiary, a “Non-Wholly Owned Subsidiary”); and (iii) for each Non-Wholly Owned Subsidiary, (A) the percentage of the Company’s ownership interest, direct or indirect, and the number and type of capital stock
or other securities owned by the Company, directly or indirectly, in
each such Subsidiary, and (B) the percentage of such other Person or
Persons’ ownership interest and the number and type of capital stock or other securities owned by such other Person or Persons in each such Subsidiary, and the name and jurisdiction of organization (if applicable) of such other Person or Persons.
<omitted>
Section 4.03.
Corporate Authority; Approval and Fairness.
<omitted>
This Agreement has been
duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. <omitted>
Section 4.24. Critical Technologies. The Company has conducted an assessment and determined that neither the Company nor any of its Subsidiaries or Affiliates produces, designs, tests, manufactures, fabricates, or develops “critical technologies” as that term is defined in 31 C.F.R. § 800.215. <omitted>
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> (ii) set forth in Section 4.01(a) (Organization, Good Standing and Qualification), Section 4.02 (Capital Structure) (other than clause (a)), Section 4.03 (Corporate Authority; Approval and Fairness), Section 4.04(b)(i) (No Violations), Section 4.11(a) (Absence of Certain Changes), Section 4.20 (Takeover Statutes), Section 4.21 (Brokers and Finders) and Section 4.02 (Critical Technology) 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) in all material respects 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 (Page 98)
Section 4.02. Capital Structure.
(g) Section 4.02(g)
of the Company Disclosure Schedule sets forth: (i) each of the
Company’s Subsidiaries; (ii) whether or not
each such Subsidiary is a Wholly Owned Subsidiary (any Subsidiary that is not a Wholly Owned Subsidiary, a “Non-Wholly Owned Subsidiary”); and (iii) for each Non-Wholly Owned Subsidiary, (A) the percentage of the Company’s ownership interest, direct or indirect, and the number and type of capital stock
or other securities owned by the Company, directly or indirectly, in
each such Subsidiary, and (B) the percentage of such other Person or
Persons’ ownership interest and the number and type of capital stock or other securities owned by such other Person or Persons in each such Subsidiary, and the name and jurisdiction of organization (if applicable) of such other Person or Persons.
<omitted>
Section 4.03.
Corporate Authority; Approval and Fairness.
<omitted>
This Agreement has been
duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, <omitted>
Section 4.24. Critical Technologies. The Company has conducted an assessment and determined that neither the Company nor any of its Subsidiaries or Affiliates produces, designs, tests, manufactures, fabricates, or develops “critical technologies” as that term is defined in 31 C.F.R. § 800.215.
<omitted>
Conditions to the Offer <omitted> The representations and warranties of the Company <omitted> (ii) set forth in Section 4.01(a) (Organization, Good Standing and Qualification), Section 4.02 (Capital Structure) (other than clause (a)), Section 4.03 (Corporate Authority; Approval and Fairness), Section 4.04(b)(i) (No Violations), Section 4.11(a) (Absence of Certain Changes), Section 4.20 (Takeover Statutes), Section 4.21 (Brokers and Finders) and Section 4.02 (Critical Technology) shall not be true and correct <omitted> in all material respects (Page 98) | Capitalization-Other, 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_106 | 4.01 Disclosure Schedules; Standards. <omitted> (b) Standards. No representation or warranty of a Party contained in Section 4.02 or 4.03 (other than the representations and warranties in (i) Sections 4.02(b) or 4.03(b), which shall be true and correct with respect to it (except for such failures to be true and correct which are de minimis), (ii) Sections 4.02(d), 4.02(e), 4.02(i), 4.03(c), and 4.03(d), which shall be true and correct in all material respects with respect to it, and (iii) Sections 4.02(g)(viii)(B) and 4.03(f)(iv), which shall be true and correct in all respects with respect to it), shall be deemed untrue or incorrect, and no Party hereto shall be deemed to have breached a representation or warranty, in each case for all purposes hereunder, including the conditions set forth in Section 6.02(a) and 6.03(a) hereof, as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any representation or warranty contained in Sections 4.02 or 4.03, as applicable, has had or is reasonably likely to have a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable; provided, that solely for purposes of determining whether the Company has breached a representation or warranty as of the date hereof (and not for any other purpose, including the conditions set forth in Section 6.03(a)), the representations and warranties made in Section 4.02(h) and Section <omitted> 4.02(k) shall be true and correct in all material respects with respect to it; provided, further, that for purposes of determining whether a representation or warranty is untrue or incorrect for all purposes hereunder, any qualification or exception for, or reference to, materiality or similar terms in any representation or warranty (other than Section 4.02(g)(viii)(B), the last sentence of Section 4.02(g)(i), Section 4.02(k)(i)(A), Section 4.02(k)(vii), Section 4.02(m)(i), the last sentence of Section 4.03(f)(i) and Section 4.03(f)(iv)) shall be disregarded. <omitted>
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)
4.01 Disclosure Schedules; Standards. <omitted> No representation or warranty of a Party contained in Section 4.02 <omitted> shall be deemed to have breached a representation or warranty <omitted> as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event <omitted> has had or is reasonably likely to have a Company Material Adverse Effect <omitted>
6.03 Conditions to Obligation of Parent. <omitted> The representations and warranties of the Company <omitted> after giving effect to Section 4.01 <omitted> shall be true and correct (Page 67)
4.01 Disclosure Schedules; Standards. <omitted> (b) Standards. No representation or warranty of a Party contained in Section 4.02 or 4.03 (other than the representations and warranties in (i) Sections 4.02(b) or 4.03(b), which shall be true and correct with respect to it (except for such failures to be true and correct which are de minimis), (ii) Sections 4.02(d), 4.02(e), 4.02(i), 4.03(c), and 4.03(d), which shall be true and correct in all material respects with respect to it, and (iii) Sections 4.02(g)(viii)(B) and 4.03(f)(iv), which shall be true and correct in all respects with respect to it), shall be deemed untrue or incorrect, and no Party hereto shall be deemed to have breached a representation or warranty, in each case for all purposes hereunder, including the conditions set forth in Section 6.02(a) and 6.03(a) hereof, as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any representation or warranty contained in Sections 4.02 or 4.03, as applicable, has had or is reasonably likely to have a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable; provided, that solely for purposes of determining whether the Company has breached a representation or warranty as of the date hereof (and not for any other purpose, including the conditions set forth in Section 6.03(a)), the representations and warranties made in Section 4.02(h) and Section <omitted> 4.02(k) shall be true and correct in all material respects with respect to it; provided, further, that for purposes of determining whether a representation or warranty is untrue or incorrect for all purposes hereunder, any qualification or exception for, or reference to, materiality or similar terms in any representation or warranty (other than Section 4.02(g)(viii)(B), the last sentence of Section 4.02(g)(i), Section 4.02(k)(i)(A), Section 4.02(k)(vii), Section 4.02(m)(i), the last sentence of Section 4.03(f)(i) and Section 4.03(f)(iv)) shall be disregarded.
4.02 Representations and Warranties of the Company. <omitted> (b) Company Capital Stock. <omitted> The authorized capital stock of the Company consists of 85,000,000 shares of Company CommonStock, of which 22,320,230 shares were issued and outstanding as of the close of business on March 18, 2021; 2,000,000 shares of Company Non-Voting Common Stock, of which 1,467,155 shares were issued and outstanding as of the close of business on March 18, 2021; and 2,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the close of business on March 18, 2021. <omitted>
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)
4.01 Disclosure Schedules; Standards. <omitted> the representations and warranties in <omitted> Sections 4.02(b) <omitted> which shall be true and correct with respect to it (except for such failures to be true and correct which are de minimis) <omitted>
4.02 Representations and Warranties of the Company. <omitted> (b) Company Capital Stock. <omitted> The authorized capital stock of the Company consists of 85,000,000 shares of Company CommonStock, of which 22,320,230 shares were issued and outstanding as of the close of business on March 18, 2021; 2,000,000 shares of Company Non-Voting Common Stock, of which 1,467,155 shares were issued and outstanding as of the close of business on March 18, 2021; and 2,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the close of business on March 18, 2021. <omitted>
6.03 Conditions to Obligation of Parent. <omitted> The representations and warranties of the Company <omitted> after giving effect to Section 4.01 <omitted> shall be true and correct (Page 67)
4.01 Disclosure Schedules; Standards. <omitted> (b) Standards. No representation or warranty of a Party contained in Section 4.02 or 4.03 (other than the representations and warranties in (i) Sections 4.02(b) or 4.03(b), which shall be true and correct with respect to it (except for such failures to be true and correct which are de minimis), (ii) Sections 4.02(d), 4.02(e), 4.02(i), 4.03(c), and 4.03(d), which shall be true and correct in all material respects with respect to it, and (iii) Sections 4.02(g)(viii)(B) and 4.03(f)(iv), which shall be true and correct in all respects with respect to it), shall be deemed untrue or incorrect, and no Party hereto shall be deemed to have breached a representation or warranty, in each case for all purposes hereunder, including the conditions set forth in Section 6.02(a) and 6.03(a) hereof, as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any representation or warranty contained in Sections 4.02 or 4.03, as applicable, has had or is reasonably likely to have a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable; provided, that solely for purposes of determining whether the Company has breached a representation or warranty as of the date hereof (and not for any other purpose, including the conditions set forth in Section 6.03(a)), the representations and warranties made in Section 4.02(h) and Section <omitted> 4.02(k) shall be true and correct in all material respects with respect to it; provided, further, that for purposes of determining whether a representation or warranty is untrue or incorrect for all purposes hereunder, any qualification or exception for, or reference to, materiality or similar terms in any representation or warranty (other than Section 4.02(g)(viii)(B), the last sentence of Section 4.02(g)(i), Section 4.02(k)(i)(A), Section 4.02(k)(vii), Section 4.02(m)(i), the last sentence of Section 4.03(f)(i) and Section 4.03(f)(iv)) shall be disregarded.
4.02 Representations and Warranties of the Company. <omitted>
(d) Corporate Power. <omitted> the Company has all requisite corporate power and authority and, other than receiving the Company Shareholder Approval, has taken all corporate action necessary in order to execute, deliver and perform each of its obligations under this Agreement and to consummate the Merger, the Bank Merger and the transactions contemplated hereby. <omitted>
(e) Corporate Authority. As of the date hereof, the Company Board has, by resolutions duly adopted at a meeting duly called and held, (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved that such matters be <omitted> submitted for consideration by its shareholders at a special meeting of such shareholders and that such matter be recommended for approval at such special meeting. The Company has duly authorized, executed and delivered this Agreement, and this Agreement (assuming due authorization, execution and delivery by Parent) is a valid and legally binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or to general equity principles (the “Bankruptcy and Equity Exception”). The Company Board has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of its financial advisor, Keefe, Bruyette & Woods, Inc., to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions, and limitations set forth therein, the Exchange Ratio is fair from a financial point of view to the holders of Company Common Stock. <omitted>
(g) Reports; Financial Statements. <omitted> (viii) <omitted> (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events <omitted> has had, or is reasonably likely to have, a Company Material Adverse Effect. <omitted>
(i) Regulatory Matters. <omitted>
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)
4.01 Disclosure Schedules; Standards. <omitted> (i) Sections 4.02(b) <omitted> which shall be true and correct with respect to it (except for such failures to be true and correct which are de minimis), (ii) Sections 4.02(d), 4.02(e), 4.02(i) <omitted> which shall be true and correct in all material respects with respect to it, and (iii) Sections 4.02(g)(viii)(B) <omitted> which shall be true and correct in all respects with respect to it <omitted>
4.02 Representations and Warranties of the Company. <omitted>
<omitted>
(d) Corporate Power. <omitted> the Company has all requisite corporate power and authority <omitted> to execute, deliver and perform each of its obligations under this Agreement and to consummate the Merger <omitted>
(e) Corporate Authority. As of the date hereof, the Company Board has <omitted> approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby <omitted> . <omitted> this Agreement <omitted> is a valid and legally binding obligation of the Company, enforceable against it in accordance with its terms <omitted> . The Company Board has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of its financial advisor <omitted> to the effect that <omitted> the Exchange Ratio is fair from a financial point of view to the holders of
Company Common Stock. <omitted>
(g) Reports; Financial Statements. <omitted> (viii) <omitted> (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events <omitted> has had, or is reasonably likely to have, a Company Material Adverse Effect. <omitted>
(i) Regulatory Matters. <omitted>
6.03 Conditions to Obligation of Parent. <omitted> The representations and warranties of the Company <omitted> after giving effect to Section 4.01 <omitted> shall be true and correct (Page 67) | Authority, Approval, Enforceability, No MAE, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | 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)
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 <omitted> 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)
Section 4.05. Capitalization. <omitted> 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> (c) (i) the representations and warranties of the Company contained in Section 4.05(a) shall be true and correct, subject only to de minimis exceptions, 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); (Page 114)
Section 4.05. Capitalization. <omitted> Section 9.02. Conditions to the Obligations of Parent and Merger Sub 1 and Merger Sub 2. <omitted> (c) (i) the representations and warranties of the Company contained in Section 4.05(a) shall be true and correct, subject only to de minimis exceptions (Page 114)
Section 4.01.Corporate Existence and Power <omitted> Organizational <omitted> Section 4.02. Corporate Authorization. <omitted> subject to receipt of the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. <omitted> this Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by the other parties hereto) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms <omitted> the Board of Directors of the Company has unanimously (i) determined that this Agreement and the Transactions are in the best interests of the Company’s stockholders, (ii) approved and declared advisable the Mergers and the other Transactions <omitted> Section 4.05. Capitalization. <omitted> Section 4.06. Subsidiaries. <omitted> Section 4.10. Absence of Certain Changes. <omitted> there has not been any event, circumstance, development, change, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect <omitted> Section 4.27. Antitakeover Statutes. Section 4.27. Antitakeover Statutes. The Company has no “rights plan,” “rights agreement,” or “poison pill” in effect. Assuming the representations and warranties set forth in Section 5.16 are true and correct, no “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws (including the restrictions on business combinations with an interested stockholder contained in Subtitle 6 of Title 3 of the MGCL and the restrictions on control share acquisitions contained in Subtitle 7 of Title 3 of the MGCL) apply to this Agreement or any of the Transactions with respect to the Company and its Subsidiaries <omitted> Section 4.28. Opinion of Financial Advisors. <omitted> Section 4.29. Finders’ Fees. <omitted> 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> (ii) the representations and warranties of the Company contained in Section 4.01, Section 4.02, <omitted> Section 4.05 (other than 4.05(a)), Section 4.06, Section 4.27, Section 4.28 and Section 4.29 which (A) are not qualified by a materiality or Company Material Adverse Effect qualification or exception, shall be true and correct in all material respects and (B) are qualified by a materiality or Company Material Adverse Effect qualification or exception, shall be true and correct in all respects, in each case 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); (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct in all respects 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; (Pages 114-115)
Section 4.01.Corporate Existence and Power <omitted> Organizational <omitted>
Section 4.02. Corporate Authorization.
<omitted> subject to receipt of the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. <omitted> this Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by the other parties hereto) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms <omitted> the Board of Directors of the Company has unanimously (i) determined that this Agreement and the Transactions are in the best interests of the Company’s stockholders, (ii) approved and declared advisable the Mergers and the other Transactions <omitted>
Section 4.05. Capitalization. <omitted>
Section 4.06. Subsidiaries. <omitted>
Section 4.10. Absence of Certain Changes. <omitted> there has not been any event, circumstance, development, change, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect <omitted>
Section 4.27. Antitakeover Statutes. The Company has no “rights plan,” “rights agreement,” or “poison pill” in effect. Assuming the representations and warranties set forth in Section 5.16 are true and correct, no “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws (including the restrictions on business combinations with an interested stockholder contained in Subtitle 6 of Title 3 of the MGCL and the restrictions on control share acquisitions contained in Subtitle 7 of Title 3 of the MGCL) apply to this Agreement or any of the Transactions with respect to the Company and its Subsidiaries.<omitted>
Section 4.28. Opinion of Financial Advisors. <omitted>
Section 4.29. Finders’ Fees. <omitted>
Section 9.02. Conditions to the Obligations of Parent and Merger Sub 1 and Merger Sub 2. <omitted> (ii) the representations and warranties of the Company contained in Section 4.01, Section 4.02, <omitted> Section 4.05 (other than 4.05(a)), Section 4.06, Section 4.27, Section 4.28 and Section 4.29 which <omitted> shall be true and correct in all material respects <omitted> the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct in all respects (Pages 114-115) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_65 | Section 5.02 Corporate Authorization; Stockholder Support. <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 obligation of the Company enforceable against the Company in accordance with its terms <omitted> (b) At a meeting duly called and held, the Board of Directors has unanimously <omitted> (ii) approved, adopted and declared advisable this Agreement and the Transactions, including the Offer and the Merger <omitted>
Section 5.10 Absence of Certain Changes. Since the Company Balance Sheet Date through the date hereof, <omitted> (b) there has not been any Company Material Adverse Effect <omitted>
Notwithstanding any other provision of the Offer, but subject to the terms of this Agreement, Merger Sub shall not be required pursuant to Section 2.01(e) or otherwise to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the 1934 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 unless all of the following conditions have been satisfied: <omitted> (C) (i) the representations and warranties of the Company set forth in Section 5.01 (Corporate Existence and Power), Section 5.02 (Corporate Authorization), the first sentence of Section 5.05(b) (Capitalization), Section 5.23 (Finders’ Fees), Section 5.24 (Opinion of Financial Advisor) and Section 5.25 (Antitakeover Statutes) shall be true and correct in all material respects at and as of the Acceptance Time as if made on and as of the Acceptance Time (except to the extent that any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period); (ii) the representations and warranties of the Company set forth in the first, second and fourth sentences of Section 5.05(a) of this Agreement shall be true and correct in all respects (except for de minimis inaccuracies) at and as of the Acceptance Time as if made on and as of the Acceptance Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period); (iii) the representation and warranty of the Company set forth in Section 5.10(b) shall be true and correct in all respects; and (iv) the representations and warranties of the Company set forth in this Agreement (other than those referred to in clauses (i) through (iii) above) shall be true and correct (disregarding for this purpose all “Company Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) at and as of the Acceptance Time as if made on and as of the Acceptance Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), 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 Company Material Adverse Effect. (Page 40) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_130 | Section 3.03 Authority; Non-Contravention; Governmental Consents; Board Approval. (a) Authority. <omitted> The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company Board <omitted> . This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms <omitted>
Section 3.05 Absence of Certain Changes or Events. Since the date of the Company Balance Sheet: <omitted> ( b ) except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, through the date of this Agreement, the business of the Company and each of its Subsidiaries has been conducted in the ordinary course of business and there has not been or occurred any event, condition, action, or effect that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 5.01. <omitted>
Section 6.02 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver (where permissible pursuant to applicable Law) by Parent and Merger Sub on or prior to the Closing Date of the following conditions: (a) Representations and Warranties. (i) The representations and warranties of the Company set forth in Section 3.02 (Capital Structure) shall be true and correct in all respects when made and as of immediately prior to the Effective Time, as if made at and as of such time (except for those representations and warranties that address matters only as of a particular date, which shall be true and correct as of that date) except f o r d e minimis inaccuracies, (ii) the representations and warranties of the Company set forth in Section 3.01 (Organization), Section 3.03(a) (Authority), Section 3.05(b) (Absence of Certain Changes or Events), Section 3.09 (No Litigation), Section 3.10 (Brokers’ and Finders’ Fees), Section 3.19 (Antitakeover Statutes) and Section 3.20 (Fairness Opinion) that (A) are not qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all material respects when made and as of immediately prior to the Effective Time, as if made at and as of such time (except for those representations and warranties that address matters only as of a particular date, which shall be so true and correct as of that date) and (B) that are qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all respects when made and as of immediately prior to the Effective Time, as if made at and as of such time (except for those representations and warranties that address matters only as of a particular date, which shall be so true and correct as of that date), and (iii) all other representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct (without giving effect to any materiality qualification or Company Material Adverse Effect set forth therein) in all respects when made and as of immediately prior to the Effective Time, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be so true and correct in all respects as of that date), except for such failures to be true and correct that have not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 59) | Capitalization-Other, Authority, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_23 | 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, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted>
(b)
<omitted>
(iv) the other representations and warranties of the Company contained in Article IV (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, individually or in the aggregate, a Company Material Adverse Effect; (Page 102)
Section 8.02 Conditions to the Obligations of Parent and Merger Sub. <omitted> (iv) the other representations and warranties of the Company contained in Article IV <omitted> shall be true and correct <omitted> 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, individually or in the aggregate, a Company Material Adverse Effect; (Page 102)
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, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:
<omitted>
(b)
<omitted>
(ii) the representations and warranties of the Company contained in Section 4.05(a) (Capitalization) 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 for any de minimis inaccuracies; (Page 102)
Section 8.02 Conditions to the Obligations of Parent and Merger Sub.
<omitted>
(ii) the representations and warranties of the Company contained in Section 4.05(a) (Capitalization) shall be true and correct <omitted> except for any de minimis inaccuracies; (Page 102)
Section 4.01
Corporate Existence and Power
.
<omitted>
The Company has all requisite corporate power and authority required to own or lease all of its properties or assets and to carry on its
business as now conducted,
<omitted>
Section 4.02
Corporate Authorization
.
(a)
<omitted>
This Agreement has been duly executed and delivered by the Company and
(assuming due
authorization, execution and delivery by Parent and Merger
Sub)
constitutes a valid, legal and binding agreement of the Company
enforceable against the
Company in accordance with its terms (subject to
applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors’ rights and
remedies generally, and subject to general principles of equity,
regardless of whether enforcement is sought in a proceeding at law or
in equity (collectively, the
“
Bankruptcy and Equity Exceptions
”)).
(b)
At
a meeting duly called and held, the Board of Directors of the Company
adopted
resolutions (i) determining that this Agreement and the
transactions contemplated hereby (including the Merger) are fair to and
in the best interests of the Company and its stockholders, (ii)
approving, adopting and
declaring advisable this
Agreement and the transactions contemplated hereby (including
the Merger), (iii) directing that the adoption of this Agreement be
submitted to a vote at a meeting of the Company’s stockholders, and (iv)
recommending adoption of this Agreement by
the Company’s stockholders (such
recommendation, the “
Company Board Recommendation
”).
<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, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:
<omitted>
(b) (i) the representations and warranties of the Company contained in the first and last sentences of Section 4.01 (Corporate Existence and Power), Section 4.02 (Corporate Authorization), Section 4.04(a) (Non-contravention), Section 4.26 (Opinion of Financial Advisor) and Section 4.27 (Finders’ Fees) shall be true and correct in all material respects 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);
<omitted>
(iii) the representation and warranty set forth in Section 4.09(b) (Absence of Certain Changes) shall be true and correct in all respects 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 102)
Section 4.01
Corporate Existence and Power
.
<omitted>
The Company has all requisite corporate power and authority required to own or lease all of its properties or assets and to carry on its
business as now conducted,
<omitted>
Section 4.02
Corporate Authorization
.
(a)
<omitted>
This Agreement
<omitted>
constitutes a valid, legal and binding agreement of the Company
enforceable against the
Company in accordance with its terms
<omitted>
(b)
At
a meeting duly called and held, the Board of Directors of the Company
adopted
resolutions <omitted> (ii)
approving, adopting and
declaring advisable this
Agreement and the transactions contemplated hereby (including
the Merger),
<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, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:
<omitted>
(b) (i) the representations and warranties of the Company contained in the first and last sentences of Section 4.01 (Corporate Existence and Power), Section 4.02 (Corporate Authorization), Section 4.04(a) (Non-contravention), Section 4.26 (Opinion of Financial Advisor) and Section 4.27 (Finders’ Fees) shall be true and correct in all material respects
<omitted> (iii) the representation and warranty set forth in Section 4.09(b) (Absence of Certain Changes) shall be true and correct in all respects (Page 102) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_99 | 4.1 Organization and Qualification; Subsidiaries. <omitted>
4.2 Capitalization. <omitted>
4.3 Authority. <omitted> The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement, (ii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Offer and the Merger and the other transactions contemplated by this Agreement uponthe terms and subject to the conditions contained herein, <omitted> This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by Parent and Merger Sub, constitutes a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles, including specific performance and injunctive and other forms of equitable relief (the “Enforceability Exceptions”). <omitted>
4.22 Opinion of Financial Advisor. <omitted>
4.24 Brokers. <omitted>
4.25 State Takeover Statutes. <omitted>
Conditions to the Offer <omitted>
(2) (i) the representations and warranties of the Company set forth in Section 4.2(a) and Section 4.2(b) shall not be true and correct in all respects as of the Capitalization Date, except for de minimis inaccuracies, (ii) the representations and warranties of the Company set forth in the second and third sentences of Section 4.1(a) (without giving effect to any “Company Material Adverse Effect” qualifier set forth therein) and Section 4.2 (other than Section 4.2(a) and Section 4.2(b)) shall not be true and correct in all material respects on the date hereof and at and as of immediately prior to the Expiration Time, as though made at and as of such time (except to the extent expressly made as of an earlier date, in which case, at and as of such earlier date), (iii) the representations and warranties of the Company set forth in the first sentence of Section 4.1(a) (without giving effect to any “Company Material Adverse Effect” qualifier set forth therein), the representations and warranties of the Company set forth in Section 4.3, Section 4.22, Section 4.24 and Section 4.25 shall not be true and correct in all respects on the date hereof and at and as of immediately prior to the Expiration Time, as though made at and as of such time (except to the extent expressly made as of an earlier date, in which case, at and as of such earlier date), and
(iv) any other representation and warranty of the Company contained in Article 4 of the Agreement (without giving effect to any qualification as to “materiality” or “Company Material Adverse Effect” qualifiers set forth therein) shall not be true and correct in all respects at and as of immediately prior to the Expiration Time as though made at and as of such time (except to the extent expressly made as of an earlier date, in which case, at and as of such earlier date), except where the failure to be so true and correct would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Pages 108-109) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_128 | “Company Fundamental Representations” means the representations and warranties contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4, clause (a) of Section 3.5, Section 3.7(d) and Section 3.25. <omitted>
Specified Company Fundamental Representations” means, collectively, the representations and warranties contained in Section 3.7(a), the firstsentence of Section 3.7(b) and Section 3.7(c). <omitted>
3.1 Organization; Good Standing. <omitted>
3.2 Corporate Power; Enforceability. <omitted>
3.3 Company Board Approval; Fairness Opinion; Anti-Takeover Laws. <omitted>
3.4 Requisite Stockholder Approval. <omitted>
3.5 Non-Contravention. <omitted>
3.7 Company Capitalization. <omitted>
3.12 Absence of Certain Changes. ( a ) No Company Material Adverse Effect. (ii) since March 31, 2021 through the Agreement Date, there has not occurred a Company Material Adverse Effect. <omitted>
3.25 Brokers. <omitted>
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 Company Fundamental Representations and the representations and warranties set forth in Section 3.12(a)(ii), the representations and warranties of the Company contained in Article III shall be true and correct both at and as of the Agreement Date and at and as of the Closing Date as though made at and as of the Closing 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), and shall be 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. (ii) The Company Fundamental Representations that (A) are not qualified by the words “materially” or “material” or any qualifications based on such terms or based on the term “Company Material Adverse Effect” shall be true and correct in all material respects both at and as of the Agreement Date and at and as of the Closing Date as though made at and as of the Closing 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 in all material respects as of such specified date) and (B) that are qualified by the words “materially” or “material” or any qualifications based on such terms or based on the term “Company Material Adverse Effect” shall be true and correct in all respects (and, for the avoidance of doubt, taking into account such qualifications) both at and as of the Agreement Date and at and as of the Closing Date as though made at and as of the Closing 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). 87
(iii) The representations and warranties set forth in Section 3.12(a)(ii) shall be true and correct in all respects. ( i v ) The Specified Company Fundamental Representations shall be true and correct in all respects as of the Closing Date except where the failure to be so true and correct in all respects would not reasonably be expected to result in the requirement of Parent to pay pursuant to Section 2.7(a) (ii), Section 2.8(a)(i) and Section 2.8(b)(i) additional Merger Consideration in excess of $35,000,000 over the amount of Merger Consideration that would have been payable pursuant to Section 2.7(a)(ii), Section 2.8(a)(i) and Section 2.8(b)(i) had the Specified Company Fundamental Representations been true and correct in all respects as of the Closing Date. (Pages 91-92) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_151 | 3.3 Company Board Approval; Fairness Opinion; Anti-Takeover Laws.
<omitted>
(c) Anti-Takeover Laws.
<omitted>
There is no takeover-related provision in the Charter or the Bylaws, or any stockholder rights plan or similar agreement applicable to Parent, this Agreement or the Transactions that would prohibit or restrict the ability of the Company to enter into this Agreement or its ability to consummate the Transactions.
<omitted>
ANNEX I
CONDITIONS TO THE OFFER
<omitted>
Notwithstanding any other term of the Offer or the Agreement to the contrary, Merger Sub will not be 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 Merger Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the provisions of the Agreement) may terminate the Offer and not accept for payment any tendered Shares, at any scheduled Expiration Date (as it may have been extended pursuant to Section 2.1of the Agreement) if <omitted> (ii) any of the additional conditions set forth below are not satisfied or waived in writing by Parent at the Expiration Time:
<omitted>
(d) (i) the representations and warranties set forth in Section 3.2 (Corporate Power; Enforceability), Section 3.3(a) (Company Board Approval) and Section 3.11(a) (Absence of Certain Changes – No MAE) will be true and correct in all respects as of the Expiration Time as if made at and as of the Expiration Time (in each case 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 in all respects as of such earlier date); (ii) the representations and warranties set forth in Section 3.6(a) (Capitalization – Capital Stock), Section 3.6(b) (i) (Capitalization – Stock Reservation) and the first sentence
of Section 3.6(c) (Capitalization – Company Securities) will be true and correct in all respects as of the Expiration Time as if at made and as of the Expiration Time (in each case (A) without giving effect to any Company Material Adverse Effect or other materiality qualifications; and (B) 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 where the failure to be so true and correct in all respects would not reasonably be expected to result in additional costs, expenses or liabilities to the Company, Parent and their Affiliates in the aggregate in excess of $1,000,000; (iii) the representations and warranties set forth in Section 3.1 (Organization; Good Standing), Section 3.3(b) (Fairness Opinion), Section 3.3(c) (Anti-Takeover Laws), clause (a)(i) of Section 3.4 (Non-Contravention of Charter or Bylaws) and Section 3.23 (Brokers) will be true and correct in all material respects as of the Expiration Time as if made at and as of the Expiration Time (in each case (A) without giving effect to any Company Material Adverse Effect or other materiality qualifications and (B) 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 in all material respects as of such earlier date); and (iv) each of the other representations and warranties set forth in Article III will be true and correct in all respects as of the Expiration Time as if made at and as of the Expiration Time (in each case (A) without giving effect to any Company Material Adverse Effect or other materiality qualifications and (B) 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 in all respects as of such earlier date), except in the case of this clause (iv), where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect; (Pages 97-98) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_6 | 5.2 Conditions to Obligations of GBCI. The obligations of GBCI to consummate the Merger are subject to satisfaction or written waiver by GBCI of the following conditions at or before Closing: 5.2.1 Representations and Warranties. <omitted> (c) representations and warranties of AB and the Bank contained in this Agreement not otherwise set forth in clause (a) or clause (b) of this Section 5.2.1 will be true and correct in all respects except where the failure to be so true and correct would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to AB, in the case of clause (b) and clause (c) of this Section 5.2.1, disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein, and, in each case, with the same force and effect as though such representations and warranties had been made on and as of Closing (except to the extent that such representations and warranties are by their express provisions made as of a specified date, in which case such representations and warranties will be true and correct in all material respects or true and correct, as the case may be, as of such date). AB and the Bank will have delivered to GBCI a certificate to that effect, executed by a duly authorized officer of AB and the Bank and dated as of the Effective Date. (Page 45)
5.2 Conditions to Obligations of GBCI. The obligations of GBCI to consummate the Merger are subject to satisfaction or written waiver by GBCI of the following conditions at or before Closing: 5.2.1 Representations and Warranties. <omitted> (c) representations and warranties of AB and the Bank contained in this Agreement not otherwise set forth in clause (a) or clause (b) of this Section 5.2.1 will be true and correct in all respects except where the failure to be so true and correct would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to AB (Page 45)
3.1.3 Capital Stock. <omitted> 5.2 Conditions to Obligations of GBCI. The obligations of GBCI to consummate the Merger are subject to satisfaction or written waiver by GBCI of the following conditions at or before Closing: 5.2.1 Representations and Warranties. The (a) representations and warranties of AB and the Bank contained in Sections 3.1.3(a), 3.1.3(b), 3.1.3(c), <omitted> will be true and correct in all respects, except, in the case of Sections 3.1.3(a), 3.1.3(b), and 3.1.3(c) with respect to de minimis inaccuracies, (Page 45)
3.1.3 Capital Stock. <omitted> 5.2 Conditions to Obligations of GBCI. The obligations of GBCI to consummate the Merger are subject to satisfaction or written waiver by GBCI of the following conditions at or before Closing: 5.2.1 Representations and Warranties. The (a) representations and warranties of AB and the Bank contained in Sections 3.1.3(a), 3.1.3(b), 3.1.3(c), <omitted> will be true and correct in all respects, except <omitted> with respect to de minimis inaccuracies, (Page 45)
3.1.1 Organization and Good Standing; Authority. (a) AB is a corporation duly organized, validly existing and in good standing under the Laws of the State of Utah, is a registered bank holding company pursuant to the BHC Act, and has all requisite corporate power and authority to own and operate its Properties and to carry on its businesses as now conducted
<omitted>
(d) This Agreement has been duly executed and delivered by each of AB and the Bank and, assuming due and valid authorization, execution and delivery of this Agreement by GBCI and Glacier Bank, is a valid and binding obligation of each of AB and the Bank enforceable against AB and the Bank, respectively, in accordance with its terms <omitted>
3.1.2 No Breach or Violation. <omitted>
(b) The execution, delivery and performance of this Agreement by AB and the Bank and the consummation of the Transactions do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority
<omitted>
3.1.12
No Material Adverse Effect.
<omitted>
3.1.18
Fairness Opinion <omitted>
3.1.19 Broker’s or Finder’s Fees. <omitted>
5.2.1
Representations and Warranties.
The (a) representations and warranties of AB and the Bank contained in Sections 3.1.3(a), 3.1.3(b), 3.1.3(c), 3.1.12 and 3.1.18 will be true
and correct in all respects, except, in the case of Sections 3.1.3(a),
3.1.3(b), and 3.1.3(c) with respect to de minimis inaccuracies, (b) representations and warranties of AB and the Bank contained in the first sentence of Section 3.1.1(a), the first sentence of Section 3.1.1(b), and Sections 3.1.1(d), 3.1.2, and 3.1.19 will be true and correct in all material respects, (Page 45)
3.1.1 Organization and Good Standing; Authority. (a) AB <omitted> has all requisite corporate power and authority to own and operate its Properties and to carry on its businesses as now conducted
<omitted>
(d) This Agreement has been duly executed and delivered by each of AB and the Bank and <omitted> is a valid and binding obligation of each of AB and the Bank enforceable against AB and the Bank, respectively, in accordance with its terms <omitted>
3.1.2 No Breach or Violation. <omitted>
3.1.12
No Material Adverse Effect.
<omitted>
3.1.18
Fairness Opinion <omitted>
3.1.19 Broker’s or Finder’s Fees. <omitted>
5.2 Conditions to Obligations of GBCI. The obligations of GBCI to consummate the Merger are subject to satisfaction or written waiver by GBCI of the following conditions at or before Closing:
5.2.1
Representations and Warranties. The (a) representations and warranties of AB and the Bank contained in Sections 3.1.3(a), 3.1.3(b), 3.1.3(c), 3.1.12 and 3.1.18 will be true
and correct in all respects, except, in the case of Sections 3.1.3(a),
3.1.3(b), and 3.1.3(c) with respect to de minimis inaccuracies, (b) representations and warranties of AB and the Bank contained in the first sentence of Section 3.1.1(a), the first sentence of Section 3.1.1(b), and Sections 3.1.1(d), 3.1.2, and 3.1.19 will be true and correct in all material respects, (Page 45) | Capitalization-Other, Authority, Enforceability, Organization, No MAE, Brokers' Fee, Opinion of Financial Advisor, No-Conflict | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_22 | 8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions: (a) Representations and Warranties. Each of the representations and warranties set forth in: <omitted> (iii) Article V (other than those set forth in the foregoing clauses (i) and (ii) of this Section 8.2(a)), without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein, 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 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 that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (Page 57)
8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. <omitted> Each of the representations and warranties set forth in: <omitted> (iii) Article V (other than those set forth in the foregoing clauses (i) and (ii) of this Section 8.2(a)), <omitted> shall be true and correct <omitted> except, in the case of this clause (iii), for any failure of any such representation and warranty to be so true and correct that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (Page 57)
8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions: (a) Representations and Warranties. Each of the representations and warranties set forth in: <omitted> (ii) Section 5.2(a) (Capital Structure) and Section 5.10(b) (Absence of Certain Changes) shall be true and correct in all respects (other than, with respect to the representations and warranties set forth in Section 5.2(a), any inaccuracies that, individually or in the aggregate, are de minimis) as of the date of this Agreement and as of the Closing as though made as of the Closing (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); (Page 57)
8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. <omitted> Each of the representations and warranties set forth in: <omitted> (ii) Section 5.2(a) (Capital Structure) <omitted> shall be true and correct in all respects (other than, with respect to the representations and warranties set forth in Section 5.2(a), any inaccuracies that, individually or in the aggregate, are de minimis) (Page 57)
5.3. Corporate Authority; Approval and Fairness. (a) <omitted> This Agreement has been <omitted> duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms <omitted> (b) The Company Board has, at a duly convened and held meeting: <omitted> (iii) received the opinion <omitted> of its financial advisor <omitted> to the effect that <omitted> the Per Share Merger Consideration to be paid to the holders of Shares (other than Parent and its Affiliates) is fair from a financial point of view to such holders. <omitted> 5.23. Takeover Statutes. <omitted> no anti-takeover provision in the Company’s Organizational Documents is applicable to the transactions contemplated by this Agreement <omitted>
8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions:
(a) Representations and Warranties. Each of the representations and warranties set forth in: (i) Section 5.1(a) (Organization, Good Standing and Qualification), Section 5.2(b) and (c) (Capital Structure), Section 5.3 (Corporate Authority; Approval and Fairness), Section 5.16(p) (Tax Matters), Section 5.23 (Takeover Statutes) and Section 5.24 (Brokers and Finders) that (A) is qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall be true and correct in all respects as of the date of this Agreement and as of the Closing as though made as of the Closing (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) and (B) is not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made as of the Closing (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); (ii) Section 5.2(a) (Capital Structure) and Section 5.10(b) (Absence of Certain Changes) shall be true and correct in all respects (other than, with respect to the representations and warranties set forth in Section 5.2(a), any inaccuracies that, individually or in the aggregate, are de minimis) as of the date of this Agreement and as of the Closing as though made as of the Closing (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); (Page 57)
5.3. Corporate Authority; Approval and Fairness. (a) <omitted> This Agreement has been <omitted> duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms <omitted> (b) The Company Board has, at a duly convened and held meeting: <omitted> (iii) received the opinion <omitted> of its financial advisor <omitted> to the effect that <omitted> the Per Share Merger Consideration to be paid to the holders of Shares (other than Parent and its Affiliates) is fair from a financial point of view to such holders. <omitted> 5.23. Takeover Statutes. <omitted> no anti-takeover provision in the Company’s Organizational Documents is applicable to the transactions contemplated by this Agreement <omitted>
8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. <omitted> Each of the representations and warranties set forth in: (i) Section 5.1(a) (Organization, Good Standing and Qualification), Section 5.2(b) and (c) (Capital Structure), Section 5.3 (Corporate Authority; Approval and Fairness), Section 5.16(p) (Tax Matters), Section 5.23 (Takeover Statutes) and Section 5.24 (Brokers and Finders) that (A) is qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall be true and correct in all respects <omitted> and (B) is not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall be true and correct in all material respects <omitted> (ii) <omitted> Section 5.10(b) (Absence of Certain Changes) shall be true and correct in all respects (Page 57) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor, Tax | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_146 | SECTION 3.02 Company Subsidiaries. All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable, and all of the outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary that are owned by the Company or by another Company Subsidiary are so owned free and clear <omitted>
SECTION 3.04 Authority; Execution and Delivery; Enforceability. <omitted> he Company Board has unanimously adopted resolutions, at a meeting duly called at which a quorum of directors of the Company was present <omitted> (b) approving the Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby <omitted> The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms <omitted>
SECTION 3.15 Takeover Statutes. <omitted> the Company has no rights plan, “poison pill” or similar agreement that is applicable to this Agreement or the transactions contemplated hereby; <omitted> SECTION 7.03 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger is further subject to the satisfaction or waiver (by Parent and Merger Sub) at or prior to the Closing of each of the following conditions: ( a ) Representations and Warranties . (i) The representations and warranties of the Company contained herein (other than those specified in clause (ii) below) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) 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 earlier date), except where the failure of any such representation or warranty to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and (ii) the representations and warranties of the Company contained in Section 3.01 (Organization, Standing and Power), Section 3.03 (Capital Structure), Section 3.04 (Authority; Execution and Delivery; Enforceability), Section 3.07(b) (Absence of Certain Changes or Events), Section 3.15 (Takeover Statutes), Section 3.25 (Brokers’ Fees and Expenses ) and Section 3.26 (Opinion of Financial Advisors) 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 earlier date) except, in each case, for any de minimis failures of such representations and warranties to be so true and correct. (Page 64) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_34 | Section 7.2 Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to effect the Merger is further subject to the satisfaction, or waiver by the Parent Parties to the extent permitted by applicable Law, 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) ARTICLE III (other than Section 3.2 (Authorization; Validity of Agreement; Company Action), Section 3.4(a) (Capitalization), Section 3.6(b) (Absence of Certain Changes), Section 3.19 (Opinion of Financial Advisor), Section 3.20 (Brokers or Finders) and Section 3.21 (State Takeover Statutes)) shall be true and correct in all respects (without giving effect to any materiality or “Company Material Adverse Effect” qualifications contained therein) 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 earlier date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have or result in, individually or in the aggregate, a Company Material Adverse Effect, (Page 65)
Section 7.2 Conditions to Obligations of the Parent Parties. <omitted>
The representations and warranties of the Company set forth in (i) ARTICLE III <omitted> shall be true and correct in all respects <omitted> both when made and at and as of the Closing Date, as if made at and as of such time <omitted> except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have or result in, individually or in the aggregate, a Company Material Adverse Effect, (Page 65)
Section 7.2 Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to effect the Merger is further subject to the satisfaction, or waiver by the Parent Parties to the extent permitted by applicable Law, 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> (iii) Section 3.4(a) (Capitalization) and Section 3.20 (Brokers or Finders) shall be true and correct in all respects (other than any such failure to be so true and correct that is de minimis in nature and extent) as of the date of this Agreement and as of and as though made on the Closing Date (except, in the case of Section 3.4(a) (Capitalization), for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement), (Page 65)
Section 7.2 Conditions to Obligations of the Parent Parties. <omitted>
The representations and warranties of the Company set forth in <omitted> (iii) Section 3.4(a) (Capitalization) <omitted> shall be true and correct in all respects (other than any such failure to be so true and correct that is de minimis in nature and extent) as of the date of this Agreement and as of and as though made on the Closing Date (except, in the case of Section 3.4(a) (Capitalization), for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement), (Page 65)
Section 3.2 Authorization; Validity of Agreement; Company Action.
(a) <omitted> This Agreement <omitted> is a 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, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy 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 (the “General Enforceability Exceptions”).
<omitted>
(c) The Company Board at a meeting duly called and held has by unanimous vote <omitted> approved and declared advisable 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 the Parent Parties. The obligation of the Parent Parties to effect the Merger is further subject to the satisfaction, or waiver by the Parent Parties to the extent permitted by applicable Law, 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> (ii) Section 3.2 (Authorization; Validity of Agreement; Company Action), Section 3.19 (Opinion of Financial Advisor) and Section 3.21 (State Takeover Statutes) shall be true and correct in all material respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date), (iii) Section 3.4(a) (Capitalization) and Section 3.20 (Brokers or Finders) shall be true and correct in all respects (other than any such failure to be so true and correct that is de minimis in nature and extent) as of the date of this Agreement and as of and as though made on the Closing Date (except, in the case of Section 3.4(a) (Capitalization), for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement), and (iv) Section 3.6(b) (Absence of Certain Changes) shall be true and correct in all respects. (Page 65)
Section 3.2 Authorization; Validity of Agreement; Company Action.
(a) <omitted> This Agreement <omitted> is a 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, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy 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 (the “General Enforceability Exceptions”).
<omitted>
(c) The Company Board at a meeting duly called and held has by unanimous vote <omitted> approved and declared advisable 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 the Parent Parties. <omitted>
The representations and warranties of the Company set forth in <omitted> (ii) Section 3.2 (Authorization; Validity of Agreement; Company Action), Section 3.19 (Opinion of Financial Advisor) and Section 3.21 (State Takeover Statutes) shall be true and correct in all material respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date), (iii) <omitted> Section 3.20 (Brokers or Finders) shall be true and correct in all respects (other than any such failure to be so true and correct that is de minimis in nature and extent) <omitted> and (iv) Section 3.6(b) (Absence of Certain Changes) shall be true and correct in all respects. (Page 65) | Authority, Approval, Enforceability, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_41 | Section 6.02 Additional Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are also subject to the satisfaction (or to the extent permitted by applicable Law, waiver by Parent) at or prior to the Closing of each of the following additional conditions: (a) Representations and Warranties. (i) Each of the representations and warranties of the Company contained in this Agreement (other than the representations and warranties of the Company set forth in Section 3.01(a) (Organization and Qualification; Subsidiaries), Section 3.02 (Capitalization) (but for purposes of this clause (i), including Section 3.02(c) to the extent it relates to Company Subsidiaries other than Significant Subsidiaries), Section 3.03 (Authority), Section 3.09(b) (Absence of Certain Changes), Section 3.23 (Opinions of Financial Advisors), Section 3.25 (Vote Required), and Section 3.26 (Brokers)), without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct as of the date hereof and as of the Closing as though made as of the Closing (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be true and correct on and as of such specific date), other than failures to be true and correct that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (Pages 33-34)
Section 6.02 Additional Conditions to Obligations of Parent and Sub. <omitted> Each of the representations and warranties of the Company contained in this Agreement <omitted> shall be true and correct as of the date hereof and as of the Closing <omitted> other than failures to be true and correct that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (Pages 33-34)
Section 6.02 Additional Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are also subject to the satisfaction (or to the extent permitted by applicable Law, waiver by Parent) at or prior to the Closing of each of the following additional conditions: <omitted> (iii) the representations and warranties contained in Section 3.02 (Capitalization) (solely with respect to the capitalization of the Company and not with respect to the capitalization of any Company Subsidiary) shall be true and correct in all respects (other than de minimis inaccuracies) as of the date hereof and as of the Closing as though made on and as of the Closing (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be true and correct in all respects (other than de minimis inaccuracies) on and as of such specific date); (Page 34)
Section 6.02 Additional Conditions to Obligations of Parent and Sub. <omitted> (iii) the representations and warranties contained in Section 3.02 (Capitalization) <omitted> shall be true and correct in all respects (other than de minimis inaccuracies) (Page 34)
Section 3.03 Authority. (a) <omitted> this Agreement constitutes, and when executed and delivered such other agreements and instruments will constitute, the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms,
<omitted>
(b) The Company Board, at a meeting duly called and held, has (i) approved the Merger upon the terms and subject to the conditions set forth in this Agreement
<omitted>
Section 6.02 Additional Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are also subject to the satisfaction (or to the extent permitted by applicable Law, waiver by Parent) at or prior to the Closing of each of the following additional conditions: <omitted> (ii) the representations and warranties contained in Section 3.01(a) (Organization and Qualification; Subsidiaries), Section 3.02(c) (Capitalization) (solely with respect to the capitalization of Company Subsidiaries that are Significant Subsidiaries and not with respect to any other Company Subsidiaries), Section 3.03 (Authority), Section 3.23 (Opinions of Financial Advisors), Section 3.25 (Vote Required) and Section 3.26 (Brokers) shall be true and correct in all material respects as of the date hereof and as of the Closing as though made on and as of the Closing (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date); <omitted> and (iv) the representation and warranty of the Company in Section 3.09(b) (Absence of Certain Changes) shall be true and correct in all respects as of the date hereof and as of the Closing as though made on and as of the Closing (except to the extent such representation and warranty is made as of a specific date, in which case as of such specific date). (Page 34)
Section 3.03 Authority. (a) <omitted> this Agreement constitutes, and when executed and delivered such other agreements and instruments will constitute, the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms,
<omitted>
(b) The Company Board, at a meeting duly called and held, has (i) approved the Merger upon the terms and subject to the conditions set forth in this Agreement
<omitted>
Section 6.02 Additional Conditions to Obligations of Parent and Sub. <omitted> (ii) the representations and warranties contained in Section 3.01(a) (Organization and Qualification; Subsidiaries), Section 3.02(c) (Capitalization) (solely with respect to the capitalization of Company Subsidiaries that are Significant Subsidiaries and not with respect to any other Company Subsidiaries), Section 3.03 (Authority), Section 3.23 (Opinions of Financial Advisors), Section 3.25 (Vote Required) and Section 3.26 (Brokers) shall be true and correct in all material respects <omitted> and (iv) Section 3.09(b) (Absence of Certain Changes) shall be true and correct in all respects (Page 34) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_70 | Section 4.01 Organization; Standing and Power; Charter Documents; Subsidiaries. <omitted>
Section 4.02 Capital Structure. <omitted>
Section 4.03 Authority; Non-Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes. <omitted>
(a) <omitted> This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity (the“Enforceability Exceptions”). <omitted> (d) Board Approval. <omitted> (e) Anti-Takeover Statutes. <omitted>
Section 4.05 Absence of Certain Changes or Events. Since the date of the Company Balance Sheet, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and except for anyCOVID-19Measures, the business of the Company and each of its Subsidiaries has been conducted in the ordinary course of business consistent with past practice and there has not been or occurred: (a) any Company Material Adverse Effect or any event, condition, change, or effect that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; or <omitted>
Section 4.10 Brokers’ and Finders’ Fees. <omitted>
Section 4.19 Fairness Opinion. <omitted>
CONDITIONS TO THE OFFER Notwithstanding any other provision of the Agreement and Plan of Merger, dated as of August 12, 2021, by and among by and among IEC Electronics Corp., a Delaware corporation (the “Company”), Creation Technologies International Inc., a Delawarecorporation (“Parent”), CTI Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and, solely for purposes of Sections 5.04, 6.05, 9.13 (to the extent related to specific performance of its obligations under Section 6.05) and 9.17, Creation Technologies Inc., a Delaware corporation (“Guarantor”), to which this Annex I is attached (the “Agreement”) or the Offer, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment or, subject toany applicable rules and regulations of the SEC including Rule 14e-1(c), pay for any Company Common Stock validly tendered and notproperly withdrawn pursuant to the Offer unless all of the following conditions have been satisfied, or waived by Parent (to the extentpermitted by applicable Law), at the scheduled Expiration Time of the Offer: <omitted>
(d) Representations and Warranties. The representations and warranties of the Company: (i) set forth in ARTICLE IV of the Agreement (other than in Section 4.01(a), Section 4.02 (with respect to Section 4.02(b)(i), only the first sentence and clause (C) of second sentence), Section 4.03(a), Section 4.03(b)(i), Section 4.03(d), Section 4.03(e), Section 4.05(a), Section 4.10 and Section 4.19) 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 as of immediately prior to the Expiration Time, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, in which case on and 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; (ii) contained in Section 4.02 (with respect to Section 4.02(b)(i), only the first sentence and clause (C) of second sentence) of the Agreement shall be true and correct (other than de minimis inaccuracies) when made and as of immediately prior to the Expiration Time, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all material respects as of that date); (iii) contained in Section 4.01(a), Section 4.03(a), Section 4.03(b)(i), Section 4.03(d), Section 4.03(e), Section 4.05(a), Section 4.10, and Section 4.19 of the Agreement shall be true and correct in all material respects when made and as of immediately prior to the Expiration Time, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, in which case on and as of that date); and (iv) contained in Section 4.05(a) of the Agreement shall be true and correct in all respects when made and as of immediately prior to the Expiration Time, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, in which case on and as of that date). (Pages 100-101) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_84 | (i) The representations and warranties set forth in Sections 4.1a) and (b) (Organization and Qualification; Subsidiaries), Section 4.3 (Capital Structure) (other than Section 4.3(a) (Capital Structure)), Section 4.4 (Authority), Section 4.8(a) (Absence of Certain Changes or Events), Section 4.19 (Opinion of Financial Advisor), Section 4.20 (Brokers) and Section 4.23 (Vote Required) shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (ii) the representations and warranties set forth in Section 4.3(a) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (iii) each of the other representations and warranties of the Company Parties contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (iv) the representations and warranties set forth in Section 6.1 (Organization and Qualification), Section 6.2 (Authority) and the first sentence of Section 6.4 (Ownership of Company Partnership Units) shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (v) the representations and warranties set forth in the second sentence of Section 6.4 (Ownership of Company Partnership Units) shall be true and correct in all respects as of the date of this Agreement and as of the Closing and (vi) each of the other representations and warranties of Mercury contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, except (A) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date, and (B) in the case of clause (iii) and clause (vi) where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company Parties or Mercury, as applicable. (Page 142)
(i) The representations and warranties set forth in Sections 4.1a) and (b) (Organization and Qualification; Subsidiaries), Section 4.3 (Capital Structure) (other than Section 4.3(a) (Capital Structure)), Section 4.4 (Authority), Section 4.8(a) (Absence of Certain Changes or Events), Section 4.19 (Opinion of Financial Advisor), Section 4.20 (Brokers) and Section 4.23 (Vote Required) shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (ii) the representations and warranties set forth in Section 4.3(a) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (iii) each of the other representations and warranties of the Company Parties contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (iv) the representations and warranties set forth in Section 6.1 (Organization and Qualification), Section 6.2 (Authority) and the first sentence of Section 6.4 (Ownership of Company Partnership Units) shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (v) the representations and warranties set forth in the second sentence of Section 6.4 (Ownership of Company Partnership Units) shall be true and correct in all respects as of the date of this Agreement and as of the Closing and (vi) each of the other representations and warranties of Mercury contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, except (A) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date, and (B) in the case of clause (iii) and clause (vi) where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company Parties or Mercury, as applicable. (Page 142)
(a) Representations and Warranties. (i) The representations and warranties set forth in Sections 4.1a) and (b) (Organization and Qualification; Subsidiaries), Section 4.3 (Capital Structure) (other than Section 4.3(a) (Capital Structure)), Section 4.4 (Authority), Section 4.8(a) (Absence of Certain Changes or Events), Section 4.19 (Opinion of Financial Advisor), Section 4.20 (Brokers) and Section 4.23 (Vote Required) shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (ii) the representations and warranties set forth in Section 4.3(a) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (iii) each of the other representations and warranties of the Company Parties contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (iv) the representations and warranties set forth in Section 6.1 (Organization and Qualification), Section 6.2 (Authority) and the first sentence of Section 6.4 (Ownership of Company Partnership Units) shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, (v) the representations and warranties set forth in the second sentence of Section 6.4 (Ownership of Company Partnership Units) shall be true and correct in all respects as of the date of this Agreement and as of the Closing and (vi) each of the other representations and warranties of Mercury contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Conditions Satisfaction Date, as though made as of the Closing Conditions Satisfaction Date, except (A) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date, and (B) in the case of clause (iii) and clause (vi) where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company Parties or Mercury, as applicable. (Page 142) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_142 | 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>
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), 3.21 (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) | Capitalization-Other, 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | contract_98 | 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>
(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(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) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | 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)
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 <omitted> except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct <omitted> has not had, and would not reasonably be expected to have, individually or in the aggregate, a VEREIT Material Adverse Effect. (Page 39)
Section 3.1 Representations and Warranties of VEREIT. <omitted>
(b) Capital Structure. <omitted>
(i) The authorized capital stock of VEREIT <omitted>
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>
(ii) the representations and warranties set forth in Section 3.1(b)(i) shall be true and correct in all but de minimis respects as of the date of this Agreement, and (Page 39)
Section 3.1 Representations and Warranties of VEREIT. <omitted>
(b) Capital Structure. <omitted>
(i) The authorized capital stock of VEREIT <omitted>
Section 6.3 Conditions to Obligations of Realty Income. <omitted>
(ii) the representations and warranties set forth in Section 3.1(b)(i) shall be true and correct in all but de minimis respects (Page 39)
Section 3.1 Representations and Warranties of VEREIT . <omitted> (c) Authority. (i) <omitted> This Agreement (in the case of VEREIT and VEREIT OP) has been duly and validly executed and delivered by VEREIT and VEREIT OP, as applicable, and (subject to execution by the other parties thereto) constitutes a valid and binding obligation of each of VEREIT and VEREIT OP, subject to execution by the other parties thereto, enforceable against VEREIT and VEREIT OP, as applicable, in accordance with its terms <omitted>
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 .
(i) The representations and warranties of VEREIT set forth in Section 3.1 clauses (a)(i) (Organization, Standing and Power), (b) (Capital Structure) (other than clause (i) thereof), (c)(i) (Authority), (m) (Board Approval), (o) (Vote Required), (u) (Investment Company Act of 1940), (v) (Brokers or Finders) and (w) (Opinions of VEREIT Financial Advisors) 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 made as of an earlier date, in which case as of such date), (Page 39)
Section 3.1 Representations and Warranties of VEREIT . <omitted> (c) Authority. (i) <omitted> This Agreement (in the case of VEREIT and VEREIT OP) has been duly and validly executed and delivered by VEREIT and VEREIT OP, as applicable, and (subject to execution by the other parties thereto) constitutes a valid and binding obligation of each of VEREIT and VEREIT OP, subject to execution by the other parties thereto, enforceable against VEREIT and VEREIT OP, as applicable, in accordance with its terms <omitted>
Section 6.3 Conditions to Obligations of Realty Income. <omitted> (i) The representations and warranties of VEREIT set forth in Section 3.1 clauses (a)(i) (Organization, Standing and Power), (b) (Capital Structure) (other than clause (i) thereof), (c)(i) (Authority), (m) (Board Approval), (o) (Vote Required), (u) (Investment Company Act of 1940), (v) (Brokers or Finders) and (w) (Opinions of VEREIT Financial Advisors) 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 (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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | 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), except for such failures to be true and correct that would not have a Company Material Adverse Effect; (Page 94)
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 <omitted> except for such failures to be true and correct that would not have a Company Material Adverse Effect; (Page 94)
3.7 Company Capitalization. <omitted> 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: <omitted> (iv) the representations and warranties set forth in Section 3.7(a) <omitted> will be true and correct as of the Closing Date (in each case (A) without giving effect to any Company Material Adverse Effect or other materiality qualifications; and (B) 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 where the 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 $50,000,000. (Page 95)
3.7 Company Capitalization. <omitted> 7.2 Conditions to the Obligations of Parent and Merger Sub. <omitted> (iv) will be true and correct <omitted> except where the 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 $50,000,000. (Page 95)
3.1 Organization; Good Standing. <omitted>
3.2 Corporate Power; Enforceability. <omitted>
3.3 Company Board Approval; Fairness Opinion; Anti-Takeover Laws. <omitted>
3.4 Requisite Stockholder Approval. <omitted>
3.5 Non-Contravention. <omitted>
3.7 Company Capitalization. <omitted>
3.8 Subsidiaries. <omitted>
3.12 Absence of Certain Changes. <omitted>
3.25 Brokers. <omitted>
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. <omitted> (ii) the representations and warranties set forth in Section 3.1 (other than the penultimate sentence thereof), Section 3.2, Section 3.3, Section 3.4, clause (a) of Section 3.5, Section 3.7(b) (other than the first sentence thereof), Section 3.7(d), Section 3.8 and Section 3.25 that (A) are not qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all material respects 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 in all material respects as of such earlier date); and (B) that are qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all respects (without disregarding such Company Material Adverse Effect or other materiality qualifications) 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 in all respects as of such earlier date); (iii) the representations and warranties set forth in Section 3.12(a)(ii) will be true and correct in all respects of the Closing Date; and (iv) the representations and warranties set forth in Section 3.7(a), the first sentence of Section 3.7(b) and Section 3.7(c) will be true and correct as of the Closing Date (in each case (A) without giving effect to any Company Material Adverse Effect or other materiality qualifications; and (B) 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 where the 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 $50,000,000. (Page 95)
3.1 Organization; Good Standing. <omitted>
3.2 Corporate Power; Enforceability. <omitted>
3.3 Company Board Approval; Fairness Opinion; Anti-Takeover Laws. <omitted>
3.4 Requisite Stockholder Approval. <omitted>
3.5 Non-Contravention. <omitted>
3.7 Company Capitalization. <omitted>
3.8 Subsidiaries. <omitted>
3.12 Absence of Certain Changes. <omitted>
3.25 Brokers. <omitted>
7.2 Conditions to the Obligations of Parent and Merger Sub. <omitted> (ii) the representations and warranties set forth in Section 3.1 (other than the penultimate sentence thereof), Section 3.2, Section 3.3, Section 3.4, clause (a) of Section 3.5, Section 3.7(b) (other than the first sentence thereof), Section 3.7(d), Section 3.8 and Section 3.25 that (A) are not qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all material respects <omitted>; and (B) that are qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all respects <omitted> ; (iii) the representations and warranties set forth in Section 3.12(a)(ii) will be true and correct in all respects <omitted> ; and (iv) the representations and warranties set forth in <omitted> the first sentence of Section 3.7(b) and Section 3.7(c) will be true and correct <omitted> except where the 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 $50,000,000. (Page 95) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | 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)
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 <omitted> 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 (Page 66)
Section 3.2 Capital Stock.
<omitted>
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.
(i) The representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b) and Section 3.8(b) shall be true and correct in all respects 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 de minimis inaccuracies with respect to Section 3.2(a) and Section 3.2(b); (Page 65)
Section 3.2 Capital Stock. <omitted> Section 6.3 Conditions to the Obligations of Parent and Merger Sub <omitted> (i) The representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b) and Section 3.8(b) shall be true and correct in all respects <omitted> except for de minimis inaccuracies with respect to Section 3.2(a) and Section 3.2(b) (Page 65)
Section 3.2 Capital Stock. <omitted> (d) Each of the outstanding shares of capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares are owned by the Company or another wholly-owned Subsidiary of the Company as set forth on Section 3.2(d)(i) of the Company Disclosure Letter and except as set forth on Section 3.2(d)(ii) of the Company Disclosure Letter are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations on voting rights, charges or other encumbrances (collectively, “Liens”) of any nature whatsoever, except for liens under applicable securities Laws. <omitted>
Section 3.3 Authority. (a) <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 valid and binding obligation of the Company, enforceable against the Company in accordance with its terms <omitted> As of the date of this Agreement, the Company Board unanimously adopted resolutions <omitted> (b) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger <omitted>
Section 3.8 Absence of Certain Changes or Events.<omitted> since <omitted> (b) the 2019 Audit Date through the date of this Agreement, there has not been any event, change, occurrence or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (c) the date of the Company Balance Sheet through the date of this Agreement, the Company has not taken any action that would have required the prior written consent of Parent under Section 5.1(b)(i), (iii), (iv), (v), (vii), (viii), (ix), (x), (xi), or (xii) or if such action had been taken after the date of this Agreement and prior to the Closing. <omitted>
Section 3.21 Brokers. <omitted>
Section 3.22 Opinion of Financial Advisor. <omitted>
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. (i) The representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b) and Section 3.8(b) shall be true and correct in all respects 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 de minimis inaccuracies with respect to Section 3.2(a) and Section 3.2(b); (ii) The representations and warranties of the Company set forth in Section 3.2(c), Section 3.2(d), Section 3.2(e), Section 3.3(a), Section 3.8(c), Section 3.21 and Section 3.22 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 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); (Page 65)
Section 3.2 Capital Stock. <omitted>
Section 3.3 Authority. (a) <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 valid and binding obligation of the Company, enforceable against the Company in accordance with its terms <omitted> As of the date of this Agreement, the Company Board unanimously adopted resolutions <omitted> (b) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger <omitted>
Section 3.8 Absence of Certain Changes or Events.<omitted> since <omitted> (c) the date of the Company Balance Sheet through the date of this Agreement, the Company has not taken any action that would have required the prior written consent of Parent under Section 5.1(b)(i), (iii), (iv), (v), (vii), (viii), (ix), (x), (xi), or (xii) or if such action had been taken after the date of this Agreement and prior to the Closing. <omitted>
Section 3.21 Brokers. <omitted>
Section 3.22 Opinion of Financial Advisor. <omitted>
Section 6.3 Conditions to the Obligations of Parent and Merger Sub. <omitted> (i) The representations and warranties of the Company set forth in <omitted> Section 3.2(b) and Section 3.8(b) shall be true and correct in all respects <omitted> except for de minimis inaccuracies with respect to <omitted> Section 3.2(b); (ii) The representations and warranties of the Company set forth in Section 3.2(c), Section 3.2(d), Section 3.2(e), Section 3.3(a), Section 3.8(c), Section 3.21 and Section 3.22 shall be true and correct in all material respects (Page 65) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | 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)
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 <omitted> , except that any inaccuracies <omitted> will be disregarded if the circumstances giving rise to all such inaccuracies <omitted> do not constitute, and would not reasonably be expected to have or result in, a Material Adverse Effect on the Company; provided, however, that, <omitted> : (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; (Page 90)
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. <omitted> (d) Each of the representations and warranties of the Company contained in Section 2.3(a), the first and last sentences of Section 2.3(b) and Section 2.3(d) 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 that are, in the aggregate, de minimis in nature and amount will be disregarded; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, 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 91)
Section 6. Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub <omitted> (d) Each of the representations and warranties of the Company contained in Section 2.3(a), the first and last sentences of Section 2.3(b) and Section 2.3(d) shall have been accurate in all respects <omitted> , except <omitted> any inaccuracies <omitted> that are, in the aggregate, de minimis in nature and amount (Page 91)
2.20 Authority; Binding Nature of Agreement. <omitted> The Company’s board of directors (at a meeting duly called and held) has: <omitted> unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company and unanimously approved the Delaware Merger; <omitted> This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. <omitted>
2.21 Takeover Statutes; No Rights Plan. <omitted>
2.23 Vote Required.
2.25 Fairness Opinion.
2.26. Advisors' Fees.
2.5 Absence of Changes. Between December 31, 2019 and the date of this Agreement, there has not been any Material Adverse Effect on the Company, and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Material Adverse Effect on the Company.
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. <omitted> (b) Each of the representations and warranties of the Company contained in Sections 2.20, 2.21, 2.23, 2.25 and 2.26 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material 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 material respects as of such earlier date); 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. (c) The representation and warranty contained in clause “(a)” of Section 2.5 shall have been accurate in all respects as of the date of this Agreement. (Page 91)
2.20 Authority; Binding Nature of Agreement. <omitted> The Company’s board of directors (at a meeting duly called and held) has: <omitted> unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company and unanimously approved the Delaware Merger; <omitted> This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. <omitted>
2.21 Takeover Statutes; No Rights Plan. <omitted>
2.23 Vote Required.
2.25 Fairness Opinion.
2.26. Advisors' Fees.
2.5 Absence of Changes. Between December 31, 2019 and the date of this Agreement, there has not been any Material Adverse Effect on the Company, and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Material Adverse Effect on the Company.
Section 6. Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub <omitted> (b) Each of the representations and warranties of the Company contained in Sections 2.20, 2.21, 2.23, 2.25 and 2.26 shall have been accurate in all material respects <omitted> . (c) The representation and warranty contained in clause “(a)” of Section 2.5 shall have been accurate in all respects (Page 91) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
main | 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 (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 accurate as of such particular date or period of time), except as would not, individually or in the aggregate, constitute or reasonably be expected to constitute, a Company Material Adverse Effect (Pages 65-66)
5.2 Additional Conditions Precedent to Parent’s Obligations. <omitted> (iv) the representations and warranties of the Company set forth in this Agreement <omitted> except as would not, individually or in the aggregate, constitute or reasonably be expected to constitute, a Company Material Adverse Effect; (Pages 65-66)
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, at or prior to the Closing, of each of the following conditions: (a) Accuracy of Representations. <omitted> (i) The representations and warranties of the Company contained in Section 2.3 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 65)
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 shall have been true and accurate, other than de minimis inaccuracies (Page 65)
2.1 Due Organization and Good Standing; Subsidiaries. <omitted>
2.3 Capitalization. <omitted>
2.5 Absence of Certain Changes. <omitted>
2.17 Authority; Binding Nature of Agreement. <omitted>
On or prior to the date hereof, the Company Board has unanimously: (a) duly and validly authorized and approved the execution, delivery and performance of this Agreement and the consummation of the Merger by the Company; (b) determined that the Merger is fair to and in the best interests of the Company and its stockholders; (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, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. <omitted>
2.18 Vote Required. <omitted>
2.19 Non-Contravention; Consents. <omitted>
2.20 Takeover Statutes. <omitted>
2.22 Opinion of Financial Advisor. <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, at or prior to 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 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 2.17, Section 2.18, Section 2.19(a)(i), Section 2.20, Section 2.22 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 so true and accurate as of such particular date or period of time); provided, however, that, 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; (iii) the representations and warranties of the Company contained in Section 2.5(a) 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; (Page 65)
2.1 Due Organization and Good Standing; Subsidiaries. <omitted>
2.3 Capitalization. <omitted>
2.5 Absence of Certain Changes. <omitted>
2.17 Authority; Binding Nature of Agreement. <omitted>
On or prior to the date hereof, 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 <omitted> constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms <omitted>
2.18 Vote Required. <omitted>
2.19 Non-Contravention; Consents. <omitted>
2.20 Takeover Statutes. <omitted>
2.22 Opinion of Financial Advisor. <omitted>
2.23 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 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) (first sentence only), Section 2.17, Section 2.18, Section 2.19(a)(i), Section 2.20, Section 2.22 and Section 2.23 shall have been true and accurate in all material respects <omitted> (iii) the representations and warranties of the Company contained in Section 2.5(a) shall have been true and accurate in all respects (Page 65) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_4 | Section 7.02 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 by Parent, at or prior to Closing, of the following conditions:
<omitted>
(a) <omitted>
(iv) the representations and warranties of the Company set forth in Article 4 of this Agreement (other than those described in the foregoing clauses (i) through (iii)) shall have been true and correct as of the date of this Agreement and shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” or words of similar import) on the Closing Date as if made on 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 shall be true and correct only as of such earlier date); provided, however, that notwithstanding anything in this Agreement to the contrary, the condition set forth in this clause (a)(iv) shall be deemed to have been satisfied even if any representations and warranties of the Company are not so true and correct if the failure of such representations and warranties of the Company to be so true and correct, individually or in the aggregate, have not resulted in a Company Material Adverse Effect; (Page 84) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_4 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub.
<omitted>
(a) <omitted>
(iv) the representations and warranties of the Company set forth in Article 4 of this Agreement <omitted> shall have been true and correct as of the date of this Agreement and shall be true and correct <omitted> on the Closing Date as if made on the Closing Date (Page 84) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_6 | 5.2 Conditions to Obligations of GBCI. <omitted> 5.2.1 Representations and Warranties. The (a) representations and warranties of AB and the Bank contained in Sections 3.1.3(a), 3.1.3(b), 3.1.3(c), 3.1.12 and 3.1.18 will be true and correct in all respects, except, in the case of Sections 3.1.3(a), 3.1.3(b), and 3.1.3(c) with respect to de minimis inaccuracies, (b) representations and warranties of AB and the Bank contained in the first sentence of Section 3.1.1(a), the first sentence of Section 3.1.1(b), and Sections 3.1.1(d), 3.1.2, and 3.1.19 will be true and correct in all material respects, and (c) representations and warranties of AB and the Bank contained in this Agreement not otherwise set forth in clause (a) or clause (b) of this Section 5.2.1 will be true and correct in all respects except where the failure to be so true and correct would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to AB, in the case of clause (b) and clause (c) of this Section 5.2.1, disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein, and, in each case, with the same force and effect as though such representations and warranties had been made on and as of Closing (except to the extent that such representations and warranties are by their express provisions made as of a specified date, in which case such representations and warranties will be true and correct in all material respects or true and correct, as the case may be, as of such date). AB and the Bank will have delivered to GBCI a certificate to that effect, executed by a duly authorized officer of AB and the Bank and dated as of the Effective Date. (Page 45) | Capitalization-Other, Authority, Enforceability, Organization, No MAE, Brokers' Fee, Opinion of Financial Advisor, No-Conflict | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_6 | 5.2 Conditions to Obligations of GBCI. <omitted> 5.2.1 Representations and Warranties. <omitted> (c) representations and warranties of AB and the Bank contained in this Agreement not otherwise set forth in clause (a) or clause (b) of this Section 5.2.1 will be true and correct in all respects <omitted> as though such representations and warranties had been made on and as of Closing (Page 45) | Capitalization-Other, Authority, Enforceability, Organization, No MAE, Brokers' Fee, Opinion of Financial Advisor, No-Conflict | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_12 | 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> (d) 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 (d), 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 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 98) | Capitalization-Other, 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_12 | Conditions to the Offer <omitted> 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 (d), shall not be true and correct <omitted> as of the Expiration Time with the same effect as though made as of the Expiration Time (Page 98) | Capitalization-Other, 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_10 | Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Closing are subject to the satisfaction (or waiver in writing by Parent, to the extent permitted by applicable Law) prior to the Closing of each of the following conditions:
(a) Representations and Warranties. (i) Each representation and warranty in Article IV (except for the representations and warranties in Section 4.1(a), Section 4.1(b), Section 4.2(a), Section 4.2(b), Section 4.2(e), Section 4.3, Section 4.6(c)(ii), and Section 4.17) shall be true and correct in all respects (read, for purposes of this Section 7.2(a)(i) only, without any qualification as to “material,” “in all material respects,” “Company Material Adverse Effect” or materiality) as of the date hereof and as of the Closing as if made on 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 so true and correct as of such date), except for any failure of such representations and warranties to be so true and correct as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (Page 83) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_10 | Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Closing are subject to the satisfaction (or waiver in writing by Parent, to the extent permitted by applicable Law) prior to the Closing of each of the following conditions:
(a) Representations and Warranties. (i) Each representation and warranty in Article IV (except for the representations and warranties in Section 4.1(a), Section 4.1(b), Section 4.2(a), Section 4.2(b), Section 4.2(e), Section 4.3, Section 4.6(c)(ii), and Section 4.17) shall be true and correct in all respects <omitted> as of the date hereof and as of the Closing as if made on the Closing (Page 83) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_13 | 7.2 Conditions to Obligation of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions:
(a) (A) each representation or warranty of the Company set forth in this Agreement, other than Sections 3.3, 3.4(a), 3.4(b), and 3.19, shall be true and correct (without giving effect to any qualification as to “materiality” or “Material Adverse Effect” set forth therein) as of the Closing Date as though made on or as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specified period of time, which need only be true and correct as of such date or with respect to such period), except, in each case, where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect that is continuing, (Pages 39-40) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_13 | 7.2 Conditions to Obligation of Parent and Merger Sub. <omitted>
each representation or warranty of the Company set forth in this Agreement <omitted> shall be true and correct <omitted> as of the Closing Date as though made on or as of such date (Pages 39-40) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_15 | 8.2. Conditions to Obligations of WSFS. The obligation of WSFS to consummate the Mergers is subject to the satisfaction at or prior to the Effective Time of the following conditions, unless waived by WSFS pursuant to Section 10.6:
(a) Representations and Warranties . For purposes of this Section 8.2(a), the accuracy of the representations and warranties of Bryn Mawr set forth in this Agreement shall be assessed (in each case after giving effect to the lead in to Article IV) as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (provided, that representations and warranties which are confined to a specified date shall speak only as of such date). <omitted>. (Page 63) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, No-Conflict | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_15 | 8.2. Conditions to Obligations of WSFS. <omitted>
(a) Representations and Warranties . <omitted> the accuracy of the representations and warranties of Bryn Mawr set forth in this Agreement shall be assessed <omitted> as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (Page 63) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, No-Conflict | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_19 | Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub. The obligations of Parent, US Holdco and Crystal Merger Sub to effect the Mergers are also subject to the satisfaction or waiver (in writing) by Parent on or prior to the Closing Date of each of the following additional conditions: (a) Representations and Warranties. Each of the representations and warranties of the Company set forth in (i) Article III (other than Section 3.1(a) (first sentence), Section 3.1(b) (clause (i) of first sentence), Section 3.2(a) (other than the last sentence thereof), Section 3.2(b), Section 3.2(c), Section 3.3(a), Section 3.10(a), Section 3.18, Section 3.19, Section 3.22 and Section 3.24) shall be true and correct (without regard to “materiality” and “Company Material Adverse Effect” qualifiers contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), other than for such failures to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (Page 35) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_19 | Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub <omitted> Each of the representations and warranties of the Company set forth in (i) Article III <omitted> shall be true and correct <omitted> as of the date of this Agreement and as of the Closing Date (Page 35) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_21 | 7.2 Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to effect the Merger is also subject tothe satisfaction, or waiver by Buyer and Merger Sub, at or prior to the Effective Time, of the following conditions:(a) Representations and Warranties. <omitted> All other representations and warranties of Company set forth in this Agreement (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 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); (Page 62) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_21 | 7.2 Conditions to Obligations of Buyer and Merger Sub. <omitted> All 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 <omitted> (Page 62) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_22 | 8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions: (a) Representations and Warranties. Each of the representations and warranties set forth in: <omitted> (iii) Article V (other than those set forth in the foregoing clauses (i) and (ii) of this Section 8.2(a)), without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein, 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 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 that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (Page 57) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor, Tax | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_22 | 8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. <omitted> Each of the representations and warranties set forth in: <omitted> (iii) Article V (other than those set forth in the foregoing clauses (i) and (ii) of this Section 8.2(a)) <omitted> 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 57) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor, Tax | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_23 | 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, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:
<omitted>
(b)
<omitted>
(iv) the other representations and warranties of the Company contained in Article IV (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, individually or in the aggregate, a Company Material Adverse Effect; (Page 102) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_23 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub.
<omitted>
(iv) the other representations and warranties of the Company contained in Article IV <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 102) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_17 | 7.2
Conditions to Obligations of BancShares Parties.
The obligation of the BancShares Parties to effect the transactions contemplated by this Agreement is also subject to the satisfaction, or
waiver by the BancShares Parties, at or prior to the Effective Time, of
the following conditions:
(a)Representations and Warranties.
<omitted>
All other representations and warranties of CIT set forth in this Agreement (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 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 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 CIT, the Surviving Bank, or BancShares. (Page 66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_17 | 7.2
Conditions to Obligations of BancShares Parties.
<omitted>
(a)Representations and Warranties.
<omitted>
All other representations and warranties of CIT 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 (Page 66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_28 | Conditions to the Offer
Notwithstanding any other term of the Offer or this Agreement to the contrary, Merger Sub will not be 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 Merger Sub’s
obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered
pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the
provisions of this Agreement) may terminate the Offer and not accept for payment any tendered Shares, at any scheduled Expiration Date (as it may have been extended pursuant to Section 2.1 of this Agreement) if <omitted> (ii) any of the additional conditions set forth below are not satisfied or waived in writing by Parent at the
Expiration Time:
<omitted> (d) Representations and Warranties. Each of the representations and warranties set forth in: <omitted> (iv) this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii) of this clause (d) of Annex I), without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein, shall be true and correct as of the consummation of the Offer as though made as of the consummation of the Offer (Page 107) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_28 | Conditions to the Offer <omitted> Each of the representations and warranties set forth in: <omitted> (iv) this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii) of this clause (d) of Annex I), <omitted> shall be true and correct as of the consummation of the Offer as though made as of the consummation of the Offer (Page 107) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_31 | 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 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. (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_31 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub.
<omitted>
(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 (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_34 | Section 7.2 Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to effect the Merger is further subject to the satisfaction, or waiver by the Parent Parties to the extent permitted by applicable Law, 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) ARTICLE III (other than Section 3.2 (Authorization; Validity of Agreement; Company Action), Section 3.4(a) (Capitalization), Section 3.6(b) (Absence of Certain Changes), Section 3.19 (Opinion of Financial Advisor), Section 3.20 (Brokers or Finders) and Section 3.21 (State Takeover Statutes)) shall be true and correct in all respects (without giving effect to any materiality or “Company Material Adverse Effect” qualifications contained therein) 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 earlier date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have or result in, individually or in the aggregate, a Company Material Adverse Effect, (Page 65) | Authority, Approval, Enforceability, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_34 | Section 7.2 Conditions to Obligations of the Parent Parties. <omitted> The representations and warranties of the Company set forth in (i) ARTICLE III <omitted> shall be true and correct in all respects <omitted> both when made and at and as of the Closing Date, as if made at and as of such time (Page 65) | Authority, Approval, Enforceability, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_35 | Section 6.2 Conditions to Obligations of Parent and Merger Subs. The obligations of Parent and Merger Subs to consummate the Closing are subject to the satisfaction (or waiver by Parent) 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) (other than the third sentence thereof), the first sentence of Section 3.2(d), Section 3.2(e), Section 3.3, Section 3.6(b) and Section 3.20) shall be accurate in all respects (read, for purposes of this Section 6.2(a) only, without any qualification as to “material,” “in all material respects,” “Company Material Adverse Effect” or materiality) as of the date hereof and as of the Closing as if made anew as of the Closing (except to the extent any such representation or warranty expressly speaks as of 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 accurate as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (Page 76) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Other | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_35 | Section 6.2 Conditions to Obligations of Parent and Merger Subs. <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 anew as of the Closing (Page 76) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Other | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_36 | Section 7.2 Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger. The obligations of Parent and AcquisitionSub to effect the Merger are, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (to the extent notprohibited by Law) waiver by Parent at or prior to the Effective Time of the following conditions: (a) each of the representations and warranties of the Company contained in this Agreement, without giving effect to any materiality or “Company Material Adverse Effect” or similar qualifications therein, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not, individually or in the aggregate, have a Company Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); (Page 67) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_36 | Section 7.2 Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger. <omitted> (a) each of the representations and warranties of the Company contained in this Agreement <omitted> shall be true and correct as of the Closing Date (Page 67) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_41 | Section 6.02 Additional Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are also subject to the satisfaction (or to the extent permitted by applicable Law, waiver by Parent) at or prior to the Closing of each of the following additional conditions: (a) Representations and Warranties. (i) Each of the representations and warranties of the Company contained in this Agreement (other than the representations and warranties of the Company set forth in Section 3.01(a) (Organization and Qualification; Subsidiaries), Section 3.02 (Capitalization) (but for purposes of this clause (i), including Section 3.02(c) to the extent it relates to Company Subsidiaries other than Significant Subsidiaries), Section 3.03 (Authority), Section 3.09(b) (Absence of Certain Changes), Section 3.23 (Opinions of Financial Advisors), Section 3.25 (Vote Required), and Section 3.26 (Brokers)), without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct as of the date hereof and as of the Closing as though made as of the Closing (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be true and correct on and as of such specific date), other than failures to be true and correct that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (Pages 33-34) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_41 | Section 6.02 Additional Conditions to Obligations of Parent and Sub. <omitted> (i) Each of the representations and warranties of the Company contained in this Agreement <omitted> shall be true and correct as of the date hereof and as of the Closing as though made as of the Closing (Pages 33-34) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_51 | 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 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 43-44) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_51 | Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted> (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 (Pages 43-44) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_53 | Conditions to Obligations of Parent and Merger Sub . The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or written waiver by Parent (to the extent permitted by applicable Law)) at or prior to the Effective Time of the following conditions: (d) Representations and Warranties. Each of the representations and warranties of the Company set forth in <omitted> (iv) the other representations and warranties of Article III shall be true and correct in all respects (without giving effect to any “materiality,” “Material Adverse Effect” or similar qualifiers contained in any such representations and warranties) in each case as -65-
of the date hereof and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (Pages 74-75) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_53 | Conditions to Obligations of Parent and Merger Sub <omitted> (iv) the other representations and warranties of Article III shall be true and correct in all respects <omitted> as -65-
of the date hereof and as of the Effective Time as though made on and as of such date (Pages 74-75) | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_79 | 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>
(ii) 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 period of time shall have been so true and correct only as of such date or period of time), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained in such representations and warranties 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. (Page 68) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_79 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted>
(ii) 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 (Page 68) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_92 | 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 applicable Law, by Parent): <omitted> (iv) except for the representation and warranties described in the foregoing clauses (i) through (iii), contained in Article III shall be true and correct in all respects (disregarding all materiality and “Company Material Adverse Effect” qualifiers contained therein), in each case at and as of the Closing as if made at and as of the Closing (except any such representations and warranties that by their terms speak specifically as of another specified time, in which case as of such time), (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_92 | Section 8.2 Conditions to Obligations of Parent and Merger Sub. <omitted> except for the representation and warranties described in the foregoing clauses (i) through (iii), contained in Article III shall be true and correct in all respects (disregarding all materiality and “Company Material Adverse Effect” qualifiers contained therein), in each case at and as of the Closing as if made at and as of the Closing (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_100 | 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 Section 7.2(a)(ii), Section 7.2(a)(iii) and Section 7.2(a)(iv), the representations and warranties of the Company set forth in this Agreement will be true and correct (without giving effect to any materiality or Company Material Adverse Effect 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), except for such failures to be true and correct that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 85) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
abridged | contract_100 | 7.2. Conditions to the Obligations of Parent and Merger Sub. <omitted>
Other than the representations and warranties listed in Section 7.2(a)(ii), Section 7.2(a)(iii) and Section 7.2(a)(iv), the representations and warranties of the Company set forth in this Agreement will be true and correct <omitted> as of the Closing Date as if made at and as of the Closing Date (Page 85) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | 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 | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Opinion of Financial Advisor | Accuracy of Target R&W Closing Condition | 10-7 | Conditions to Closing |
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