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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) | General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_49 | 7.3
Conditions to the Obligations of the Parent and the Merger Sub
.
The obligation of the Parent and the Merger Sub to effect the
Merger is also
subject to the satisfaction, or waiver by the Parent (on behalf of the
Parent and the Merger Sub), on or prior to the Closing Date
of the
following conditions:
(a)
<omitted>
(iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is made as of a specific date, which need only be true and correct as of such date), except where the failure of such representations or warranties to be true and <omitted>
correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties) is not reasonably likely to have a Company Material Adverse Effect; (Pages 48-49) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_49 | 7.3
Conditions to the Obligations of the Parent and the Merger Sub
<omitted>
(iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (Pages 48-49) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_60 | 7.2 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 by Parent at or prior to the Closing of the following additional conditions: <omitted> (a) Representations and Warranties. <omitted> (iv) the other representations and warranties of the Company set forth in Section 5.1 shall be true and correct at the date hereof and the Closing (in each case except to the extent that any such representation and warranty speaks as of a particular date, in which case such representation and warranty shall be true and correct as of such earlier date); provided, that notwithstanding anything herein to the contrary, the condition set forth in this Section 7.2(a)(iv) shall be deemed to have been satisfied even if any representations and warranties of the Company are not so true and correct unless the failure of such representations and warranties of the Company to be so true and correct (read for purposes of this Section 7.2(a)(iv) without any materiality, Company Material Adverse Effect or similar qualification), individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect and (Page 77) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_60 | 7.2 Conditions to Obligations of Parent and Merger Sub. <omitted> the other representations and warranties of the Company set forth in Section 5.1 shall be true and correct at the date hereof and the Closing (Page 77) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_62 | CONDITIONS TO THE OFFER <omitted> Notwithstanding any other term of the Offer or this Agreement, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered Shares promptly after termination or withdrawal of the Offer)), to pay for any Shares validly tendered and not validly withdrawn prior to any then-scheduled Expiration Date in connection with the Offer if, immediately prior to the then-scheduled Expiration Date: <omitted> (c) any of the following conditions shall exist: <omitted> (ii) The representations and warranties of the Company <omitted> (III) set forth in this Agreement, other than those described in clauses (I) and (II) above, shall not be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Expiration Date as though made as of the Expiration Date, except, in the case of this clause (B), where the failure of such representations and warranties to be so true and correct would not have a Company Material Adverse Effect; provided in each case that representations and warranties made as of a specific date shall be required to be so true and correct (subject to such qualifications) as of such date only (Page 66) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_62 | CONDITIONS TO THE OFFER <omitted> Purchaser shall not be required to <omitted> accept for payment or <omitted> to pay for any Shares validly tendered and not validly withdrawn prior to any then-scheduled Expiration Date in connection with the Offer if, immediately prior to the then-scheduled Expiration Date: <omitted> (c) <omitted> (ii) The representations and warranties of the Company <omitted> (III) set forth in this Agreement, other than those described in clauses (I) and (II) above, shall not be true and correct <omitted> as of the date of this Agreement and as of the Expiration Date as though made as of the Expiration Date (Page 66) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_64 | Section 5.2 Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to consummate the Merger shall be further subject to the satisfaction at or prior to the Effective Time of each of the following conditions:
(a) Accuracy of Representations and Warranties. The representations and warranties of the Company in
<omitted> (iv) all other provisions of Article II (excluding those included in the foregoing clauses (i), (ii) and (iii)) (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein), shall be true and correct as of the Effective Time as if made as of the Effective Time except for such representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time), in each case, except for such failures to be true and correct, individually and in the aggregate, as have not had a Company Material Adverse Effect. (Page 28) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_64 | Section 5.2 Additional Parent and Merger Sub Conditions. <omitted>
(a) Accuracy of Representations and Warranties.
<omitted> (iv) all other provisions of Article II (excluding those included in the foregoing clauses (i), (ii) and (iii)) (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein), shall be true and correct as of the Effective Time as if made as of the Effective Time (Page 28) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_68 | Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law: (a) Representations and Warranties of the Company. <omitted> (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of 97
this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct only as of such date or period of time), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 102-103) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_68 | Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub <omitted> (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of 97
this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (Pages 102-103) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_82 | Section 6.2 Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: <omitted> (b) Accuracy of Representations and Warranties. <omitted> (iii) The representations and warranties of the Company set forth in this Agreement (other than the Capitalization Representations and the Fundamental Representations) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any failure to be so true and correct which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such date which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect); (Page 51) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_82 | Section 6.2 Additional Parent and Merger Subsidiary Conditions. <omitted> (iii) The representations and warranties of the Company set forth in this Agreement <omitted> shall be true and correct as of the Agreement Date and as of the Closing Date (Page 51) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_87 | ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET The obligations of Nicolet to consummate the Contemplated Transactions and to take the other actions required to be taken by Nicolet at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Nicolet in whole or in part): Section 8.1 Accuracy of Representations and Warranties. For purposes of this Section 8.1, the accuracy of the representations and warranties of the Company set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Closing Date (or such other date(s) as specified, to the extent any representation or warranty speaks as of a specific date). The representations and warranties set forth in Section 3.3 and Section 3.5(a) shall be true and correct (except for inaccuracies which are de minimis in amount and effect). There shall not exist inaccuracies in the representations and warranties of the Company set forth in this Agreement (including the representations set forth in Section 3.3 and Section 3.5(a)) such that the aggregate effect of such inaccuracies has, or is reasonably likely to have, a Material Adverse Effect; provided that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” or to the “Knowledge” of any Person shall be deemed not to include such qualifications. (Page 48) | General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_87 | ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET <omitted> the accuracy of the representations and warranties of the Company set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Closing Date (Page 48) | General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_85 | SECTION 7.2 Conditions to Parent’s and Merger Sub’s Obligation to Effect the Merger. The obligation of Parent and MergerSub to consummate the Merger is further subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions:
(a) Representations and Warranties. <omitted> (ii) each of the other representations and warranties of the Company set forth in Article IV shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), except, in the case of this clause (ii), 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” set forth therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 61) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_85 | SECTION 7.2 Conditions to Parent’s and Merger Sub’s Obligation to Effect the Merger. <omitted>
(a) Representations and Warranties. <omitted> (ii) each of the other representations and warranties of the Company set forth in Article IV shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such date (Page 61) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_101 | Section 6.2. Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction (or waiver in writing by Parent, if permissible under applicable Law) at or prior to the Effective Time of each of the following conditions:(a) Representations and Warranties. <omitted> (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the Closing Date as if made at such date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date) interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the term “Company Material Adverse Effect,” except where the failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a Company Material Adverse Effect. (Page 68) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_101 | Section 6.2. Conditions to Obligations of Parent and Merger Sub. <omitted> (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the Closing Date as if made at such date (Page 68) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | 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) | General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_107 | Offer Conditions Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, in addition to Merger Sub’s right or obligations to extend, or right to amend or terminate, the Offer in accordance with the provisions of this Agreement, neither Parent nor Merger Sub shall 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 (relating to Merger Sub’s obligation to pay for or return Tendered Shares promptly after termination or withdrawal of the Offer), pay for any Tendered Shares, if as of immediately prior to one minute after 11:59 p.m., New York City time, on the Expiration Date (as it may have been extended pursuant to Section 2.1(e)) any of the conditions set forth below shall not be satisfied or waived in writing by Parent and Merger Sub (to the extent waivable by Parent and Merger Sub): <omitted> (c) none of the following events, conditions, circumstances, state of facts or developments shall exist or have occurred and be continuing: <omitted> (4) any representations and warranties of the Company set forth in this Agreement (other than those listed in the preceding clause (c)(iv)(1), clause (c)(iv)(2), or clause (c)(iv)(3)) shall not be true and correct (without giving effect to any limitation on any representation or warranty indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”) as of the date of this Agreement and as of the Expiration Date as though made on and 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 the case of this clause (c)(iv)(4), where the failure of any such representations and warranties to be so true and correct would not, and would not be reasonably expected to, have, individually or in the aggregate, a Company Material Adverse Effect; (Page 94) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_107 | Offer Conditions <omitted> (4) any representations and warranties of the Company set forth in this Agreement <omitted> shall not be true and correct <omitted> as of the date of this Agreement and as of the Expiration Date as though made on and as of such date (Page 94) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_111 | CONDITIONS TO THE OFFER
<omitted>
(c) (i) other than the representations and warranties listed in clauses (d)(ii) and (d)(iii) in this ANNEX I, the representations and warranties of the Company Parties set forth in the Agreement will be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the Expiration Time as if made at and as of the Expiration Time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that would not have a Company Material Adverse Effect; (Page 104) | General R&Ws, Capitalization R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_111 | CONDITIONS TO THE OFFER
<omitted>
(c) (i) other than the representations and warranties listed in clauses (d)(ii) and (d)(iii) in this ANNEX I, the representations and warranties of the Company Parties set forth in the Agreement will be true and correct <omitted> as of the Expiration Time as if made at and as of the Expiration Time (Page 104) | General R&Ws, Capitalization R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_103 | SECTION 7.2 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 waiver by Parent and Merger Sub) 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 this Agreement (other than (x) the representations and warranties of the Company with respect to the Company and its subsidiaries (but not its Joint Ventures) set forth in Section 3.1(a) (Organization and Qualification; Subsidiaries) with respect to the Company, Section 3.3 (Capitalization), Section 3.4 (Authority), Section 3.5(a)(i) (No Conflict with Organizational Documents), and clause (iii) of the first sentence and the last sentence of Section 3.1(b) (Ownership of Subsidiaries) and (y) the representations and warranties of the Company set forth in Section 3.9(a)(ii) (No Material Adverse Effect)), 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) 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 speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, in the aggregate, do not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (Page 75) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_103 | SECTION 7.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company set forth in this Agreement <omitted> shall be true and correct in all respects <omitted> as of the Effective Time as though made on and as of such date (Page 75) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_104 | SECTION 7.02.
Conditions to Obligations of Parent and Merger Sub.
The obligations of Parent and Merger Sub to effect the
Merger are further subject to the satisfaction (or waiver by
Parent and Merger Sub) on or prior to the Closing Date of the following conditions:
<omitted>
(a) Representations and Warranties of the Company.
The representations and warranties of the Company
<omitted>
(iv) set forth in Article III other than those specified in the foregoing clauses (i), (ii) and (iii) shall be true and correct (for purposes of determining the satisfaction of this condition, without regard to any “materiality”, “Company Material Adverse Effect” or similar qualifications and exceptions contained therein) as of the Closing Date as though made at and as of such date (except to the extent such representation and warranty expressly relates to a specified date (in which case at and as of such specified date)), other than for such failures to be true and correct that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 77) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_104 | SECTION 7.02.
Conditions to Obligations of Parent and Merger Sub.
<omitted>
The representations and warranties of the Company
<omitted>
(iv) set forth in Article III other than those specified in the foregoing clauses (i), (ii) and (iii) shall be true and correct <omitted> as of the Closing Date as though made at and as of such date (Page 77) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_105 | Section 9.02
Conditions to Obligations of Parent, US Holdco and Merger Sub.
The obligations of Parent, US Holdco and Merger Sub to effect the
Merger are also subject to the satisfaction or waiver (where
permissible pursuant to applicable Law) by Parent, US Holdco and
Merger Sub on or prior to the Effective Time of the following conditions: (a) Representations and Warranties. (i) The representations and warranties of the Company (other than in the first sentence of Section 4.01(a) (solely with respect to the Company), the first sentence of Section 4.01(b) (solely with respect to the Company), Section 4.02(a) (other than the last sentence), Section 4.02(b)(i), Section 4.02(b)(ii), Section 4.03(a), Section 4.03(b)(i) (solely with respect to the Company), Section 4.03(d), Section 4.05(a) and Section 4.10) set forth in Article IV of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material,” or “materially”) when made and on and as of the Closing Date, as if made on and as of such date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 101) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_105 | Section 9.02
Conditions to Obligations of Parent, US Holdco and Merger Sub. <omitted> (i) The representations and warranties of the Company <omitted> set forth in Article IV of this Agreement shall be true and correct in all respects <omitted> when made and on and as of the Closing Date (Page 101) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_113 | CONDITIONS TO THE OFFER
<omitted>
2. Additionally, Purchaser is not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares validly tendered and not validly withdrawn in connection with the Offer if, immediately prior to the then applicable Expiration Date, any of the following conditions exist:
<omitted>
(b) <omitted> (ii) the representations and warranties of the Company contained in the Agreement (other than the representations and warranties set forth in Section 4.1 (Organization and Corporate Power), Section 4.2 (Authorization; Valid and Binding Agreement), Section 4.3 (Capital Stock), Section 4.20 (Brokerage), Section 4.23 (Opinion) and Section 4.24 (No Vote Required)) and that (x) are not made as of a specific date are not true and correct as of the Expiration Date, as though made on and as of the Expiration Date and (y) are made as of a specific date are not true as of such date, in each case, except, in the case of (x) or (y), where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect”) has not had a Company Material Adverse Effect (Page 81) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_113 | CONDITIONS TO THE OFFER
<omitted>
2. Additionally, Purchaser is not required to accept for payment or <omitted> to pay for any Shares validly tendered and not validly withdrawn in connection with the Offer if, immediately prior to the then applicable Expiration Date, any of the following conditions exist:
<omitted>
(b) <omitted> (ii) the representations and warranties of the Company contained in the Agreement <omitted> and that (x) are not made as of a specific date are not true and correct as of the Expiration Date, as though made on and as of the Expiration Date (Page 81) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_114 | (b) Additional Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is further subject to the satisfaction (or waiver by Parent and Merger Sub) of the following conditions: <omitted> (ii) Other than the representations and warranties listed in clauses (iii), (iv) and (v) of this Section 2.2(b), the representations and warranties of the Company set forth in Article 3 shall be true and correct (without giving effect to any materiality, Company Material Adverse Effect or similar qualifications set forth therein) at and as of the Closing as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that would not reasonably be expected to have a Company Material Adverse Effect. (Page 11) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_114 | (b) Additional Conditions to Obligation of Parent and Merger Sub. <omitted> the representations and warranties of the Company set forth in Article 3 shall be true and correct <omitted> at and as of the Closing as if made at and as of such time (Page 11) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_115 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger on the Closing Date are subject to the satisfaction (or waiver by Parent and Merger Sub) as of the Closing Date of the following conditions: (a) Representations and Warranties. The representations and warranties of the Company <omitted> (ii) set forth in Article IV (other than the Company Fundamental Representations) shall be true and correct both as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent expressly made as of a specific date, in which case as of such specific date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect; (Page 55) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_115 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub. <omitted> (a) Representations and Warranties. The representations and warranties of the Company <omitted> (ii) set forth in Article IV (other than the Company Fundamental Representations) shall be true and correct both as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (Page 55) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_117 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law: (a) Representations and Warranties of the Company. <omitted> (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or -76-
period of time shall have been true and correct only as of such date or period of time), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 80-81) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_117 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted> all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (Pages 80-81) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_122 | 5.2 Additional Conditions Precedent to Parent
’
s Obligations
.
The obligation of Parent to cause the Merger to be effected and
otherwise cause the
transactions contemplated by this Agreement to be consummated are
subject to the satisfaction or waiver by Parent, as of
the Closing, of
each of the following conditions: <omitted>
(iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and 66
warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in a Company Material Adverse Effect; (Pages 70-71) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_122 | 5.2 Additional Conditions Precedent to Parent’s Obligations.
<omitted>
(iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (Pages 70-71) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_126 | Section 7.2. Conditions to Obligations of Parent. The obligations of Parent, Merger Sub I and Merger Sub II to consummate the Mergers shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, Merger Sub I and Merger Sub II, as the case may be, to the extent permitted by applicable Law: <omitted> (D) the other representations and warranties of the Company set forth in this Agreement (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date), except, with respect to this clause (D), where any failures of any such representations and warranties to be true and correct (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 82) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_126 | Section 7.2. Conditions to Obligations of Parent. <omitted> (D) the other representations and warranties of the Company set forth in this Agreement <omitted> shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (Page 82) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_131 | 7.2 Conditions to Obligations of Huntington. The obligation of Huntington to effect the Merger is also subject to the satisfaction, or waiver by Huntington, at or prior to the Effective Time, of the following conditions:
(a) Representations and Warranties.
<omitted>
All other representations and warranties of TCF 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 likely to have a Material Adverse Effect on TCF or the Surviving Corporation. Huntington shall have received a certificate signed on behalf of TCF by the Chief Executive Officer or the Chief Financial Officer of TCF to the foregoing effect. (Page 74) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_131 | 7.2 Conditions to Obligations of Huntington.
<omitted>
All other representations and warranties of TCF 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 74) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_133 | Section 7.2. Conditions to the Purchaser Parties’ Obligations to Effect the Merger. The obligations of the Purchaser Parties to effect the Merger are subject to the satisfaction (or waiver by the Purchaser Parties) of the following conditions:
<omitted>
(ii) all other representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date hereof and shall be true and correct (without giving effect to any limitation as to “materiality” or Company Material Adverse Effect) as of the Closing Date as though made on the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and correct as of such date or with respect to such period), except, in the case of this clause (iii), where the failure of such representations and warranties of the Company to be so true and correct (without giving effect to any limitation as to “materiality” or Company Material Adverse Effect set forth therein), does not have, and would not reasonably be expected to have, individually, or in the aggregate, a Company Material Adverse Effect; (Page 69) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_133 | Section 7.2. Conditions to the Purchaser Parties’ Obligations to Effect the Merger.
<omitted>
(ii) all other representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date hereof and shall be true and correct <omitted> as of the Closing Date as though made on the Closing Date (Page 69) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_134 | Conditions of the Offer Notwithstanding any other term of the Offer or this Agreement and in addition to (and not in limitation of) Merger Subsidiary’s right to extend and amend the Offer pursuant to the provisions of the Agreement, Parent shall 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 1934 Act (relating to Parent’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares validly tendered and not validly withdrawn in the Offer, unless, immediately prior to the then applicable Offer Expiration Time: <omitted> (iii) each of the other representations and warranties of the Company set forth in the Merger Agreement shall be true and correct in all respects as of the date of this Agreement and as of the consummation of the Offer, as if made at such time, except to the extent such representation or warranty expressly relates to a specific date (in which case on and as of such specific date), other than, in the case of clause (iii), for such failures to be true and correct that, individually or in the aggregate, would not have a Material Adverse Effect (it being understood that for this purpose all references to the term “Material Adverse Effect” and other qualifications based on the word “material,” set forth in any such representations and warranties shall be disregarded). Solely for purposes of clause (i)(x) of this paragraph (d), if one or more inaccuracies in the sections referred to in clause (i) of this paragraph (d) would cause the Aggregate Consideration to increase by $25,000,000 or more, such inaccuracy or inaccuracies will not be considered de minimis; (Page 45) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_134 | Conditions of the Offer <omitted> (iii) each of the other representations and warranties of the Company set forth in the Merger Agreement shall be true and correct in all respects as of the date of this Agreement and as of the consummation of the Offer, (Page 45) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_138 | Section 9.02. Conditions to the Obligations of Parent and Merger Sub . The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of the following additional conditions: <omitted> (iii) the other representations and warranties of the Company contained in this Agreement (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true in all respects at and as of the date of this Agreement and the Effective Time as if made at and as of such times (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time), with only such exceptions in 65 the case of this clause (b) as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 31) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_138 | Section 9.02. Conditions to the Obligations of Parent and Merger Sub . <omitted> (iii) the other representations and warranties of the Company contained in this Agreement <omitted> shall be true in all respects at and as of the date of this Agreement and the Effective Time as if made at and as of such times (Page 31) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_141 | Section 6.3 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment of the following conditions: (a) (i) the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Article III that are qualified by a “Company Material Adverse Effect” shall be true and correct as so qualified at and as of the Closing Date as if made at and as of such time (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date), (ii) the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Article III that are not qualified by a “Company Material Adverse Effect” (without giving any effect to materiality or similar qualifiers contained therein) shall be true and correct at and as of the Closing Date as if made at and as of such time (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect, (Page 64) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_141 | Section 6.3 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. <omitted> (a) (i) the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Article III that are qualified by a “Company Material Adverse Effect” shall be true and correct as so qualified at and as of the Closing Date as if made at and as of such time <omitted> (ii) the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Article III that are not qualified by a “Company Material Adverse Effect” <omitted> shall be true and correct at and as of the Closing Date as if made at and as of such time (Page 64) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_144 | SECTION 7.02. Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the following conditions:(a) Representations and Warranties. <omitted> (ii) each of the other representations and warranties (excluding those representations and warranties specified in the preceding clause (i) of this Section 7.02(a)) of the Company 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 the Closing Date, except to the extent any such other representations and warranties expressly relate to an earlier date (in which case such other representations and warranties shall be true and correct on and as of such earlier date), in each case determined without regard to qualifications as to materiality or Company Material Adverse Effect, unless, for purposes of this clause (ii), the failure of any such other representations and warranties to be so true and correct has not resulted in, and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect. (Page 72) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_144 | SECTION 7.02. Conditions to Obligations of Parent and Sub. <omitted> (ii) each of the other representations and warranties <omitted> of the Company in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date (Page 72) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_148 | Section 6.3 Conditions to Obligations of Parent. The obligation of Parent 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: <omitted> (a) Company Representations and Warranties. <omitted> (iv) the other representations and warranties of the Company set forth in this Agreement shall 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 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 (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (Page 83) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_148 | Section 6.3 Conditions to Obligations of Parent. <omitted> the other representations and warranties of the Company set forth in this Agreement shall be true and correct <omitted> as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (Page 83) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_149 | Section 6.2 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent at or prior to the Closing of the following additional conditions:
(a) the representations and warranties of the Company (i) contained in Section 3.2(a) shall be true and correct in all respects (other than de minimis inaccuracies) both 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 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), (ii) contained in Section 3.2(b), Section 3.2(c), Section 3.2(d), Section 3.3, Section 3.4 and Section 3.26 (together with Section 3.2(a), the “Company Fundamental Representations”) shall be true and correct in all material respects, without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, both 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 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) and (iii) contained in this Agreement (other than the Company Fundamental Representations), shall be true and correct, without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, both 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 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), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (Page 34) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_149 | Section 6.2 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. <omitted>
(a) the representations and warranties of the Company <omitted> (iii) contained in this Agreement (other than the Company Fundamental Representations), shall be true and correct <omitted> both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (Page 34) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_145 | Section 6.2 Additional Conditions to Central’s and Merger Sub’s Obligations. The respective obligations of Central and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by Law, the waiver by Central and Merger Sub on or prior to the Effective Time of each of the following conditions: <omitted> (b) The representations and warranties of East contained <omitted> (iii) in this Agreement (other than the representations and warranties of East set forth in the first sentence of Section 2.1(a), Section 2.1(c), Section 2.2, Section 2.4 and Section 2.8(b)) shall be true and correct (without giving effect to any limitation as to “materiality” or “East Material Adverse Effect” set forth in any individual such representation or warranty) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except (in the case of this clause (iii)) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “East Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expected to have, individually or in the aggregate, an East Material Adverse Effect; (Page 94) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_145 | Section 6.2 Additional Conditions to Central’s and Merger Sub’s Obligations. <omitted> (b) The representations and warranties of East contained <omitted> (iii) in this Agreement (other than the representations and warranties of East set forth in the first sentence of Section 2.1(a), Section 2.1(c), Section 2.2, Section 2.4 and Section 2.8(b)) shall be true and correct <omitted> as of the date of this Agreement and as of the Closing Date (Page 94) | General R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_150 | 5.2 Additional Conditions Precedent to Parent’s Obligations. The obligation of Parent to cause the Merger to be effected and otherwise cause the transactions contemplated by this Agreement to be consummated are subject to the satisfaction or waiver by Parent, as of the Closing, of each of the following conditions: (a) Accuracy of Representations. <omitted> (iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in, a Company Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded. (Page 83) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
abridged | contract_150 | 5.2 Additional Conditions Precedent to Parent’s Obligations. <omitted> (iii) 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 in all respects at and as of the Closing Date as if made at and as of such time (Page 83) | General R&Ws, Fundermental/Special R&Ws | 0 | Materiality/MAE Scrape applies to | Specified R&Ws only | Accuracy of Target R&W Closing Condition | 11-2 | Conditions to Closing |
main | contract_134 | Conditions of the Offer Notwithstanding any other term of the Offer or this Agreement and in addition to (and not in limitation of) Merger Subsidiary’s right to extend and amend the Offer pursuant to the provisions of the Agreement, Parent shall 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 1934 Act (relating to Parent’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares validly tendered and not validly withdrawn in the Offer, unless, immediately prior to the then applicable Offer Expiration Time: <omitted> (iii) each of the other representations and warranties of the Company set forth in the Merger Agreement shall be true and correct in all respects as of the date of this Agreement and as of the consummation of the Offer, as if made at such time, except to the extent such representation or warranty expressly relates to a specific date (in which case on and as of such specific date), other than, in the case of clause (iii), for such failures to be true and correct that, individually or in the aggregate, would not have a Material Adverse Effect (it being understood that for this purpose all references to the term “Material Adverse Effect” and other qualifications based on the word “material,” set forth in any such representations and warranties shall be disregarded). Solely for purposes of clause (i)(x) of this paragraph (d), if one or more inaccuracies in the sections referred to in clause (i) of this paragraph (d) would cause the Aggregate Consideration to increase by $25,000,000 or more, such inaccuracy or inaccuracies will not be considered de minimis; (Page 45)
Conditions of the Offer <omitted> (iii) each of the other representations and warranties of the Company set forth in the Merger Agreement shall be true and correct in all respects <omitted> other than, in the case of clause (iii), for such failures to be true and correct that, individually or in the aggregate, would not have a Material Adverse Effect (Page 45)
Conditions of the Offer Notwithstanding any other term of the Offer or this Agreement and in addition to (and not in limitation of) Merger Subsidiary’s right to extend and amend the Offer pursuant to the provisions of the Agreement, Parent shall 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 1934 Act (relating to Parent’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares validly tendered and not validly withdrawn in the Offer, unless, immediately prior to the then applicable Offer Expiration Time: <omitted> (i) (x) the representations and warranties of the Company set forth in Section 4.05(a) (Capitalization) (other than for inaccuracies that are de minimis relative to the fully-diluted equity capitalization of the Company) and (y) Section 4.10(b) (Absence of Certain Changes) shall be true and correct in all respects as of the date of the Merger Agreement and as of the consummation of the Offer, as if made at such time, except to the extent any such representation or warranty expressly relates to a specific date (in which case on and as of such specific date) (Page 45)
Conditions of the Offer <omitted> (i) (x) the representations and warranties of the Company set forth in Section 4.05(a) (Capitalization) (other than for inaccuracies that are de minimis relative to the fully-diluted equity capitalization of the Company) (Page 45)
Section 4.01.
Corporate Existence and Power.
(b)
The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware and has all corporate powers and
all governmental licenses, authorizations, Permits, consents and approvals required to carry on its business as currently conducted, except for those powers,
licenses, authorizations, Permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.
<omitted>
Section 4.02.
Corporate Authorization.
Assuming the representations and warranties in
Section 5.09
are true and correct and the transactions
contemplated hereby are consummated and the Merger
becomes effective in accordance with Section 251(h) of the DGCL, the Company has all requisite corporate
power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger in accordance with Section 251(h)
of the DGCL. Assuming the representations and warranties in Section 5.09 are true and correct and the transactions contemplated hereby are consummated and the Merger becomes effective in accordance with Section 251(h) of the DGCL, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (subject to the filing and recordation of appropriate merger documents as required by the DGCL).
<omitted>
This Agreement has been duly and validly executed and delivered
by the
Company and, assuming the due authorization, execution and delivery by Parent and Merger Subsidiary, constitutes a legal, valid
and binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject to the effect of any
applicable bankruptcy, insolvency (including all laws relating
to fraudulent transfers), reorganization, moratorium or similar laws
affecting creditors’ rights generally and subject to the effect of general principles of equity
(regardless of whether
considered in a proceeding at law or in equity) (the “
Bankruptcy and Equity Exception
”).
<omitted>
Conditions of the Offer
Notwithstanding any other term of the Offer or this Agreement and in addition to (and not in limitation of) Merger Subsidiary’s right to extend and amend the Offer pursuant to the provisions of the Agreement, Parent shall 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 1934 Act (relating to Parent’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares validly tendered and not validly withdrawn in the Offer, unless, immediately prior to the then applicable Offer Expiration Time:
<omitted>
(d) (i) (x) the representations and warranties of the Company set forth in <omitted> (y) Section 4.10(b) (Absence of Certain Changes) shall be true and correct in all respects as of the date of the Merger Agreement and as of the consummation of the Offer, as if made at such time, except to the extent any such representation or warranty expressly relates to a specific date (in which case on and as of such specific date) (ii) the representations and warranties of the Company set forth in Section 4.01 (Corporate Existence), Section 4.02 (Corporate Authorization), Section 4.05 (other than Section 4.05(a)) (Capitalization) and Section 4.23 (Finders’ Fees) shall be true and correct in all material respects as of the date of the Merger Agreement and as of the consummation of the Offer, as if made at such time, except to the extent any such representation or warranty expressly relates to a specific date (in which case on and as of such specific date) and (Page 45)
Section 4.01.
Corporate Existence and Power.
(b)
The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware
<omitted>
Section 4.02.
Corporate Authorization.
<omitted> the Company has all requisite corporate
power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger in accordance with Section 251(h)
of the DGCL. Assuming the representations and warranties in Section 5.09 are true and correct and the transactions contemplated hereby are consummated and the Merger becomes effective in accordance with Section 251(h) of the DGCL, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (subject to the filing and recordation of appropriate merger documents as required by the DGCL).
<omitted>
This Agreement <omitted> constitutes a legal, valid
and binding obligation of the
Company, enforceable against the Company
<omitted>
Conditions of the Offer <omitted>
(d) (i) (x) the representations and warranties of the Company set forth in <omitted> (y) Section 4.10(b) (Absence of Certain Changes) shall be true and correct in all respects <omitted> (ii) the representations and warranties of the Company set forth in Section 4.01 (Corporate Existence), Section 4.02 (Corporate Authorization), Section 4.05 (other than Section 4.05(a)) (Capitalization) and Section 4.23 (Finders’ Fees) shall be true and correct in all material respects (Page 45) | General R&Ws | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
main | contract_42 | Section 4.02 Corporate Authorization. <omitted> This Agreement hasbeen duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes avalid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may belimited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement (including, for the avoidance of doubt, the Replacement) are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. Assuming that the representations of Parent and Merger Sub set forth in Section 5.10 are true and correct, the Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby. <omitted>
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: (a) (i) the representations and warranties of the Company set forth in Section 4.01 (Organization, Standing and Power) , Section 4.02 (Corporate Authorization), Section 4.23 (Brokers’ Fees) and Section 4.24 (Opinion of Financial Advisor) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of 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), (ii) the representations and warranties of the Company set forth in Section 4.05 (Capitalization) shall have been true and correct in all respects other than de minimis inaccuracies therein as of the date of this Agreement and shall be true and correct in all respects other than de minimis inaccuracies therein as of 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), (iii) the representations and warranties in clause (b) of Section 4.09 (Absence of Certain Changes) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date and (iv) the representations and warranties of the Company set forth in Article 4 (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) as of 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 76) | General R&Ws | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | 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 (in the case of Section 3.19, 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)
| Specified R&Ws only | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | 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) | General R&Ws, Specified R&Ws only | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
main | 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)
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 <omitted> except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct <omitted> would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 43-44)
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. (i) The representations and warranties of the Company set forth in the first sentence of Section 4.1 (Organization, Standing and Power), Section 4.2(a) (Capital Structure), the third and fifth sentences of Section 4.2(c) (Capital Structure), Section 4.3(a) (Authority, No Violations, Consents and Approvals), and Section 4.6(a) (Absence of Certain Changes or Events) 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, with respect to Section 4.2(a) and the third and fifth sentences of Section 4.2(c), for any de minimis inaccuracies) (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), (Page 43)
Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted>
(a) Representations and Warranties of the Company. (i) The representations and warranties of the Company set forth in <omitted> Section 4.2(a) (Capital Structure), the third and fifth sentences of Section 4.2(c) (Capital Structure), <omitted> shall have been true and correct as of the date of this Agreement and shall be true and correct <omitted> (except, with respect to Section 4.2(a) and the third and fifth sentences of Section 4.2(c), for any de minimis inaccuracies) (Page 43)
Section 4.2 Capital Structure <omitted>
All outstanding shares of
capital stock or other equity interests of the Subsidiaries of the
Company are owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. <omitted>
Section 4.3
Authority; No Violations; Consents and Approvals.
<omitted>
This Agreement has been duly executed and delivered by the Company, and assuming the due and valid execution of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law(collectively, “
Creditors’ Rights”). <omitted>
Section 4.6
Absence of Certain Changes or Events.
(a) Since December 31, 2020, there has not been any Company Material Adverse Effect or any event, change, effect or development that,
individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.
<omitted>
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. (i) The representations and warranties of the Company set forth in the first sentence of Section 4.1 (Organization, Standing and Power), Section 4.2(a) (Capital Structure), the third and fifth sentences of Section 4.2(c) (Capital Structure), Section 4.3(a) (Authority, No Violations, Consents and Approvals), and Section 4.6(a) (Absence of Certain Changes or Events) 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, with respect to Section 4.2(a) and the third and fifth sentences of Section 4.2(c), for any de minimis inaccuracies) (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), (ii) all other representations and warranties of the Company set forth in Section 4.2(c) (Capital Structure) (except for the second sentence of Section 4.2(c)) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects 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 all material respects only as of such date or period of time), (Page 43)
Section 4.2 Capital Structure <omitted>
All outstanding shares of
capital stock or other equity interests of the Subsidiaries of the
Company are owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. <omitted>
Section 4.3
Authority; No Violations; Consents and Approvals.
<omitted>
This Agreement <omitted> constitutes a valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, <omitted>
Section 4.6
Absence of Certain Changes or Events.
(a) Since December 31, 2020, there has not been any Company Material Adverse Effect or any event, <omitted> that,
individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.
<omitted>
Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted>
(a) Representations and Warranties of the Company. (i) The representations and warranties of the Company set forth in the first sentence of Section 4.1 (Organization, Standing and Power), Section 4.2(a) (Capital Structure), the third and fifth sentences of Section 4.2(c) (Capital Structure), Section 4.3(a) (Authority, No Violations, Consents and Approvals), and Section 4.6(a) (Absence of Certain Changes or Events) shall have been true and correct <omitted> (except, with respect to Section 4.2(a) and the third and fifth sentences of Section 4.2(c), for any de minimis inaccuracies) <omitted> (ii) all other representations and warranties of the Company set forth in Section 4.2(c) (Capital Structure) (except for the second sentence of Section 4.2(c)) shall have been true and correct in all material respects (Page 43) | General R&Ws | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | 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) | General R&Ws | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
main | contract_81 | Section 2.1 Due Organization; Subsidiaries. <omitted>
Section 2.2 Authority; Binding Nature of Agreement. <omitted> (b) The Lambda Board has unanimously (i) determined that this Agreement, the Integrated Mergers and the other transactions contemplated by this Agreement are in the best interests of, and are advisable to, Lambda and the Lambda Stockholders,(ii) approved and declared advisable this Agreement, the Integrated Mergers and the other transactions contemplated by this Agreement, <omitted>
Section 2.4 Capitalization. <omitted>
Section 2.6 SEC Filings; Financial Statements. <omitted> (b) The financial statements (including related notes, if any) contained in the Lambda SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained notes and were subject to normal and recurring year-end adjustments); and (iii) fairly presented in all material respects the consolidated financial position of Lambda and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Lambda and its consolidated Subsidiaries for the periods covered thereby.For purposes of this Agreement, “Lambda Balance Sheet” means that audited consolidated balance sheet (and notes thereto) ofLambda and its consolidated Subsidiaries as of December 31, 2020 (the “Lambda Balance Sheet Date”) set forth in Lambda’s Annual Report on Form 10-K filed with the SEC on March 31, 2021, as amended on April 30, 2021.
Section 6.2 Additional Conditions to Pi’s Obligations. The obligations of Pi to consummate the Integrated Mergers are subject to the satisfaction or, to the extent permitted by Law, the waiver by Pi on or prior to the Effective Time of each of the following conditions: <omitted> (b) The representations and warranties of Lambda contained (i) in the first sentence of Section 2.1(a), Section 2.2(a), Section 2.2(c), Section 2.4(a) and Section 2.4(c) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in each case, for de minimis inaccuracies, (ii) Section 2.6(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date) and (iii) in this Agreement (other than the representations and warranties of Lambda set forth in the first sentence of Section 2.1(a), Section 2.2(a), Section 2.2(c), Section 2.4(a), Section 2.4(c) and Section 2.6(b)) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except (in the case of this clause (iii)) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Lambda Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expected to have, individually or in the aggregate, a Lambda Material Adverse Effect; and (Page 89) | General R&Ws | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
main | 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)
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> 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)
Section 3.1 Organization; Good Standing; Corporate Power; Company Subsidiaries. <omitted> Section 3.2 Company Capitalization. <omitted> 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. <omitted> (iv) each representation and warranty in Section 3.1(a), Section 3.2(a), Section 3.2(b) (other than the third sentence thereof) and Section 3.2(e) shall be accurate in all but de minimis respects 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 but de minimis respects as of such date). (Page 76)
Section 3.2 Company Capitalization. <omitted> Section 6.2 Conditions to Obligations of Parent and Merger Subs. <omitted> (iv) each representation and warranty in <omitted> Section 3.2(a), Section 3.2(b) (other than the third sentence thereof) and Section 3.2(e) shall be accurate in all but de minimis respects (Page 76)
Section 3.1 Organization; Good Standing; Corporate Power; Company Subsidiaries. <omitted>
Section 3.2 Company Capitalization. <omitted>
(e)
The Company owns all of the outstanding Equity Securities of each
Company Subsidiary, and all of the outstanding
Equity Securities of each Company Subsidiary are owned by a Company Entity, in each case, free and
clear of any Lien thereon (other than
Permitted Liens)
<omitted>
Section 3.3 Authority; Execution and Delivery; Enforceability; State Takeover Statutes; No Rights Plan. <omitted>
(b)
At a meeting duly called and held on or prior to the date hereof, the
Company Board unanimously adopted resolutions
(i) approving and declaring advisable this Agreement and the
consummation of the Mergers and the other transactions contemplated
hereby,
<omitted>
The
Company is not a
party to any stockholder rights plan, “poison pill,” antitakeover plan
or other similar agreement or device that is applicable
to the First Merger.
<omitted> Section 3.6 Absence of Certain Changes or Events. <omitted> Section 3.20 Broker’s Fees. <omitted>
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. <omitted> (ii) each representation and warranty the first sentence of Section 3.2(d), Section 3.3 and Section 3.20 shall be accurate in all material respects 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 material respects as of such date), (iii) each representation and warranty in Section 3.6(b) shall be accurate in all respects as of the date hereof and (iv) each representation and warranty in Section 3.1(a), <omitted> Section 3.2(e) shall be accurate in all but de minimis respects 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 but de minimis respects as of such date). (Page 76)
Section 3.2 Company Capitalization. <omitted>
(e)
The Company owns all of the outstanding Equity Securities of each
Company Subsidiary
<omitted>
Section 3.3 Authority; Execution and Delivery; Enforceability; State Takeover Statutes; No Rights Plan. <omitted>
(b)
At a meeting duly called and held on or prior to the date hereof, the
Company Board unanimously adopted resolutions
(i) approving and declaring advisable this Agreement and the
consummation of the Mergers and the other transactions contemplated
hereby,
<omitted>
The
Company is not a
party to any stockholder rights plan, “poison pill,” antitakeover plan
or other similar agreement or device that is applicable
to the First Merger.
<omitted>
Section 3.6 Absence of Certain Changes or Events. <omitted> Section 3.20 Broker’s Fees. <omitted>
Section 6.2 Conditions to Obligations of Parent and Merger Subs. <omitted>
(ii) each representation and warranty the first sentence of Section 3.2(d), Section 3.3 and Section 3.20 shall be accurate in all material respects <omitted> (iii) each representation and warranty in Section 3.6(b) shall be accurate in all respects <omitted> and (iv) each representation and warranty in Section 3.1(a), <omitted> Section 3.2(e) shall be accurate in all but de minimis respects (Page 76) | General R&Ws | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
main | 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 . <omitted>. The representations and warranties set forth in each other section in ARTICLE 4 shall, in the aggregate, be true and correct in all respects except where the failure of such representations and warranties to be true and correct has not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; provided, that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” shall be deemed not to include such qualifications. (Page 63)
8.2. Conditions to Obligations of WSFS. <omitted>
(a) <omitted>
The representations and warranties set forth in each other section in ARTICLE 4 shall <omitted> be true and correct in all respects except where the failure of such representations and warranties to be true and correct has not had <omitted> a Material Adverse Effect (Page 63)
4.3. Capitalization of Bryn Mawr. <omitted>
<omitted>
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 . <omitted> The representations and warranties set forth in Sections 4.3(a), 4.3(c), 4.4(a) (second and third sentences only), 4.9(a), and 4.30 shall be true and correct (except for inaccuracies which are de minimis in amount). (Page 63)
4.3. Capitalization of Bryn Mawr.
<omitted>
8.2. Conditions to Obligations of WSFS. <omitted>
(a) Representations and Warranties . <omitted> . The representations and warranties set forth in Sections 4.3(a) <omitted> shall be true and correct (except for inaccuracies which are de minimis in amount). <omitted> . (Page 63)
4.1. Organization, Standing, and Power. <omitted>
4.2. Authority of Bryn Mawr; No Breach By Agreement.
(a) Bryn Mawr has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform
this Agreement, and with respect to the Merger, upon the approval of this Agreement and the Merger by the affirmative vote of at least a majority of the outstanding shares of Bryn Mawr entitled to vote on this Agreement and the Merger as contemplated by Section 7.1 (the “
Bryn Mawr Shareholder Approval”), to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this
Agreement and the consummation of the transactions contemplated herein, including the Mergers, have been duly and validly authorized and approved by all necessary corporate action in respect thereof on the part of Bryn Mawr and Bryn Mawr Bank (including, approval by, and a determination by the boards of directors of Bryn Mawr and Bryn Mawr Bank that this Agreement and the Subsidiary Plan of Merger are advisable and in the best interests of Bryn Mawr’s shareholders and Bryn Mawr Bank’s shareholder and directing the submission of this Agreement to a vote at a meeting of shareholders), subject to receipt of the Bryn Mawr Shareholder Approval. Subject to the Bryn Mawr Shareholder Approval, and assuming the due
authorization, execution and delivery by WSFS, this
Agreement represents a legal, valid, and binding obligation of Bryn Mawr, enforceable against Bryn Mawr in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought (the “Bankruptcy and Equity Exceptions”)).
<omitted>
(b) No Conflicts. Subject to the receipt of the Bryn Mawr Shareholder Approval, neither the execution and delivery of this Agreement by Bryn Mawr, nor the consummation by Bryn Mawr of the transactions contemplated hereby, nor compliance by Bryn Mawr with any of the provisions hereof, will <omitted> (y) violate, conflict with, constitute or result in a Default under or the loss of any benefit under, result in the termination of or aright of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective Assets of any Bryn Mawr Entity under any of the terms, conditions or provisions of any Contract or Permit of any Bryn Mawr Entity or under which any of their respective Assets may be bound, except (in the case of clause (y) above) where such violations, conflicts, or Defaults have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Bryn Mawr. <omitted>
4.3. Capitalization of Bryn Mawr. <omitted> (b) Other Rights or Obligations.
4.4. Bryn Mawr Subsidiaries. (a) Bryn Mawr has no direct or indirect Subsidiaries nor owns any equity interests in any other Person, other than Bryn Mawr Bank and the entities set forth in Section 4.4(a)(i) of Bryn Mawr’s Disclosure Memorandum and indirect ownership through Bryn Mawr Bank of the entities set forth in Section 4.4(a)(ii)of Bryn Mawr’s Disclosure Memorandum. <omitted>
4.9. Absence of Certain Changes or Events. (a) Since December 31, 2020, there has not been a Material Adverse Effect on Bryn Mawr. <omitted>
4.30. Brokers and Finders. <omitted>
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 . <omitted> The representations and warranties set forth in Sections <omitted> 4.9(a), and 4.30 shall be true and correct (except for inaccuracies which are de minimis in amount). The representations and warranties set forth in Sections 4.1, 4.2, 4.3(b), 4.4(a) (other than the second and third sentences), 4.4(b) and 4.4(c) shall be true and correct in all material respects. The representations and warranties set forth in each other section in ARTICLE 4 shall, in the aggregate, be true and correct in all respects except where the failure of such representations and warranties to be true and correct has not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; provided, that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” shall be deemed not to include such qualifications. (Page 63)
4.1. Organization, Standing, and Power.
4.2. Authority of Bryn Mawr; No Breach By Agreement.
(a) Bryn Mawr has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform
this Agreement, and with respect to the Merger, <omitted> to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
The execution, delivery, and performance of this
Agreement and the consummation of the transactions contemplated herein, including the Mergers, have been duly and validly authorized and approved by all necessary corporate action in respect thereof on the part of Bryn Mawr and Bryn Mawr Bank
<omitted>
this Agreement represents a legal, valid, and binding obligation of Bryn Mawr, enforceable against Bryn Mawr in accordance with its terms
<omitted>
(b) No Conflicts. Subject to the receipt of the Bryn Mawr Shareholder Approval, neither the execution and delivery of this Agreement by Bryn Mawr, nor the consummation by Bryn Mawr of the transactions contemplated hereby, nor compliance by Bryn Mawr with any of the provisions hereof, will <omitted> (y) violate, conflict with, constitute or result in a Default under or the loss of any benefit under, result in the termination of or aright of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective Assets of any Bryn Mawr Entity under any of the terms, conditions or provisions of any Contract or Permit of any Bryn Mawr Entity or under which any of their respective Assets may be bound, except (in the case of clause (y) above) where such violations, conflicts, or Defaults have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Bryn Mawr.
4.3. Capitalization of Bryn Mawr. <omitted> (b)Other Rights or Obligations.
4.4. Bryn Mawr Subsidiaries.
(a)Bryn Mawr has no direct or indirect Subsidiaries nor owns any equity interests in any other Person, other than Bryn Mawr Bank and the entities set forth in Section 4.4(a)(i) of Bryn Mawr’s Disclosure Memorandum and indirect ownership through Bryn Mawr Bank of the entities set forth in Section 4.4(a)(ii)of Bryn Mawr’s Disclosure Memorandum. <omitted>
4.9. Absence of Certain Changes or Events. (a)Since December 31, 2020, there has not been a Material Adverse Effect on Bryn Mawr. <omitted>
4.30. Brokers and Finders. <omitted>
8.2. Conditions to Obligations of WSFS. <omitted> (a) Representations and Warranties . <omitted> The representations and warranties set forth in Sections <omitted> 4.9(a), and 4.30 shall be true and correct (except for inaccuracies which are de minimis in amount). The representations and warranties set forth in Sections 4.1, 4.2, 4.3(b), 4.4(a) (other than the second and third sentences), 4.4(b) and 4.4(c) shall be true and correct in all material respects. (Page 63) | General R&Ws | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
main | contract_137 | Section 4.3 Authority. <omitted> This Agreement has been duly executed and delivered by TRMT, and assuming due authorization, execution and delivery by RMRM, constitutes a legally valid and binding obligation of TRMT, enforceable against TRMT in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). <omitted> (b) The TRMT Board, at a duly called and held meeting, has unanimously (i) duly and validly authorized the execution and delivery of this Agreement and approved, adopted and declared advisable this Agreement, the Merger and the other Transactions to which TRMT is a party <omitted>
Section 4.7 Absence of Certain Changes. From December 31, 2020 through the date of this Agreement, <omitted> (b) there has not been any TRMT Material Adverse Effect.
Section 8.2 Conditions to Obligations of RMRM. The obligations of RMRM to effect the Merger and to consummate the other Transactions are subject to the satisfaction or (to the extent permitted by applicable Law) waiver (in writing) by RMRM, on or prior to the Closing Date, of each of the following additional conditions: (a) Representations and Warranties. (i) The representations and warranties set forth in Section 4.1 (Organization and Qualification; Subsidiaries), Section 4.2 (Capitalization) (other than Sections 4.2(a)-(b)), Section 4.3 (Authority), Section 4.7(b) (Absence of Certain Changes), Section 4.10(b) (REIT Qualification), Section 4.19 (Brokers) and Section 4.22 (Takeover Statutes), shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or TRMT Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or TRMT Material Adverse Effect) as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties are made as of an earlier date, in which case as of such earlier date), and (ii) each of the other representations and warranties of TRMT contained in this Agreement 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 such representations and warranties are made as of an earlier date, in which case as of such earlier date), except in the case of clause (ii) where such failure(s) to be true and correct (without giving effect to any materiality or TRMT Material Adverse Effect qualifications set forth therein) have not had and would not reasonably be expected to have, individually or in the aggregate, a TRMT Material Adverse Effect. (Page 34) | General R&Ws | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
main | contract_107 | Offer Conditions Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, in addition to Merger Sub’s right or obligations to extend, or right to amend or terminate, the Offer in accordance with the provisions of this Agreement, neither Parent nor Merger Sub shall 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 (relating to Merger Sub’s obligation to pay for or return Tendered Shares promptly after termination or withdrawal of the Offer), pay for any Tendered Shares, if as of immediately prior to one minute after 11:59 p.m., New York City time, on the Expiration Date (as it may have been extended pursuant to Section 2.1(e)) any of the conditions set forth below shall not be satisfied or waived in writing by Parent and Merger Sub (to the extent waivable by Parent and Merger Sub): <omitted> (c) none of the following events, conditions, circumstances, state of facts or developments shall exist or have occurred and be continuing: <omitted> (4) any representations and warranties of the Company set forth in this Agreement (other than those listed in the preceding clause (c)(iv)(1), clause (c)(iv)(2), or clause (c)(iv)(3)) shall not be true and correct (without giving effect to any limitation on any representation or warranty indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”) as of the date of this Agreement and as of the Expiration Date as though made on and 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 the case of this clause (c)(iv)(4), where the failure of any such representations and warranties to be so true and correct would not, and would not be reasonably expected to, have, individually or in the aggregate, a Company Material Adverse Effect; (Page 94)
Offer Conditions <omitted> (4) any representations and warranties of the Company set forth in this Agreement <omitted> shall not be true and correct <omitted> except, in the case of this clause (c)(iv)(4), where the failure of any such representations and warranties to be so true and correct would not, and would not be reasonably expected to, have, individually or in the aggregate, a Company Material Adverse Effect; (Page 94)
SECTION 5.2. Capitalization. <omitted> Offer Conditions Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, in addition to Merger Sub’s right or obligations to extend, or right to amend or terminate, the Offer in accordance with the provisions of this Agreement, neither Parent nor Merger Sub shall 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 (relating to Merger Sub’s obligation to pay for or return Tendered Shares promptly after termination or withdrawal of the Offer), pay for any Tendered Shares, if as of immediately prior to one minute after 11:59 p.m., New York City time, on the Expiration Date (as it may have been extended pursuant to Section 2.1(e)) any of the conditions set forth below shall not be satisfied or waived in writing by Parent and Merger Sub (to the extent waivable by Parent and Merger Sub): <omitted> (c) none of the following events, conditions, circumstances, state of facts or developments shall exist or have occurred and be continuing: <omitted> (2) any of the representation and warranties of the Company set forth in Section 5.2 shall not be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and as of the Expiration Date as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (Page 94)
SECTION 5.2. Capitalization. <omitted> Offer Conditions <omitted> (2) any of the representation and warranties of the Company set forth in Section 5.2 shall not be true and correct in all respects (other than de minimis inaccuracies) (Page 94)
SECTION 5.1. Organization. The Company (a) is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, (b) has all requisite corporate power and authority to carry on its business as now conducted, and (c) is duly qualified or licensed to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
<omitted>
SECTION 5.2. Capitalization.
<omitted>
SECTION 5.3. Authorization; No Conflict. <omitted> At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Transactions are advisable, fair to and in the best interests of the Company and the Stockholders, (ii) approved and declared advisable this Agreement and the Transactions, <omitted> This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, is enforceable against the Company in accordance with its terms
<omitted>
SECTION 5.4. Subsidiaries.
<omitted>
(b) All of the outstanding capital stock or other voting securities of, or other ownership interests in, the Company Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Liens or any other limitations or restrictions (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests, but excluding any such restriction on the right to sell or otherwise dispose of such capital stock or other voting securities under applicable securities Laws).
<omitted>
SECTION 5.7. Absence of Material Adverse Effect.
Since July 21, 2020 through the date of this Agreement, the Company and the Company Subsidiaries have conducted their business in the ordinary course of business consistent with past practice (other than as resulting from the COVID-19 pandemic or to comply with any COVID-19 Measures) and there has not been or occurred: (a) any event, condition, change, occurrence or development of a state of facts, individually or in the aggregate with all other events, conditions, changes, occurrences or developments of a state of facts, that has had, or would reasonably be expected to have, a Company Material Adverse Effect; or
<omitted>
SECTION 5.10. Broker’s or Finder’s Fees.
Except for Centerview Partners LLC, no agent, broker, investment banker, finder, Person or firm acting on behalf of the Company or any Company Subsidiary or under the Company’s or any Company Subsidiary’s authority is or will be entitled to any advisory, commission or broker’s or finder’s fee or similar fee or commission or reimbursement of expenses from the Company or any of its Affiliates in connection with any of the Transactions.
<omitted>
SECTION 5.13. Opinion of Financial Advisor.
The Company Board has received the opinion of Centerview Partners LLC that, as of the date of such opinion and based on and subject to the matters set forth therein, including the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the Offer Price of $60.00 per share of Company Common Stock to be paid to the holders of Company Common Stock (other than the holders of Excluded Shares and other than any shares of Company Common Stock held by any Affiliate of the Company or Parent) pursuant to this Agreement is fair, from a financial point of view, to such holders, and, as of the date hereof, such opinion has not been withdrawn, revoked or modified.
<omitted>
SECTION 5.23. Takeover Provisions.
Assuming the accuracy of Parent’s and Merger Sub’s representation and warranty set forth in Section 6.7, the Company Board has taken and will take all actions so that the restrictions (whether procedural, voting, approval, fairness or otherwise) applicable to business combinations contained in Section 203 of the DGCL and any other Takeover Provisions are, and will be, inapplicable to the execution, delivery and performance of this Agreement, and the timely consummation of the Offer, the Merger and any other Transaction and will not restrict, impair or delay the ability of Parent or Merger Sub to vote or otherwise exercise all rights as a Stockholder. No “fair price,” “moratorium,” “control share acquisition” or other similar Takeover Provisions or any anti-takeover provision in the Company’s certificate of incorporation or bylaws is, or at the Effective Time will be, applicable to the Company Securities, the Offer, the Merger or the other Transactions.
<omitted>
Offer Conditions Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, in addition to Merger Sub’s right or obligations to extend, or right to amend or terminate, the Offer in accordance with the provisions of this Agreement, neither Parent nor Merger Sub shall 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 (relating to Merger Sub’s obligation to pay for or return Tendered Shares promptly after termination or withdrawal of the Offer), pay for any Tendered Shares, if as of immediately prior to one minute after 11:59 p.m., New York City time, on the Expiration Date (as it may have been extended pursuant to Section 2.1(e)) any of the conditions set forth below shall not be satisfied or waived in writing by Parent and Merger Sub (to the extent waivable by Parent and Merger Sub):
<omitted>
(c) none of the following events, conditions, circumstances, state of facts or developments shall exist or have occurred and be continuing: <omitted>
(iv) (1) any of the representations and warranties of the Company set forth in Section 5.1, Section 5.3(a), Section 5.3(b)(i), Section 5.4, Section 5.10, Section 5.13 and Section 5.23 shall not be true and correct in all material respects as of the date of this Agreement and as of the Expiration Date as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date)
<omitted>
(3) any of the representations and warranties of the Company set forth in Section 5.7(a) shall not be true and correct in all respects as of the date of this Agreement and as of the Expiration Date as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date) (Page 94)
SECTION 5.1. Organization. The Company (a) is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, (b) has all requisite corporate power and authority to carry on its business as now conducted, and (c) is duly qualified or licensed to do business
<omitted>
SECTION 5.2. Capitalization. <omitted>
SECTION 5.3. Authorization; No Conflict. <omitted> At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Transactions are advisable, fair to and in the best interests of the Company and the Stockholders, (ii) approved and declared advisable this Agreement and the Transactions, <omitted> This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and, <omitted> is enforceable against the Company in accordance with its terms
<omitted>
SECTION 5.4. Subsidiaries.
<omitted>
(b) All of the outstanding capital stock or other voting securities of, or other ownership interests in, the Company Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Liens or any other limitations or restrictions
<omitted>
SECTION 5.7. Absence of Material Adverse Effect.
Since July 21, 2020 through the date of this Agreement, the Company and the Company Subsidiaries have conducted their business in the ordinary course of business consistent with past practice (other than as resulting from the COVID-19 pandemic or to comply with any COVID-19 Measures) and there has not been or occurred: (a) any event, condition, change, occurrence or development of a state of facts, individually or in the aggregate with all other events, conditions, changes, occurrences or developments of a state of facts, that has had, or would reasonably be expected to have, a Company Material Adverse Effect; or
<omitted>
SECTION 5.10. Broker’s or Finder’s Fees.
Except for Centerview Partners LLC, no agent, broker, investment banker, finder, Person or firm acting on behalf of the Company or any Company Subsidiary or under the Company’s or any Company Subsidiary’s authority is or will be entitled to any advisory, commission or broker’s or finder’s fee or similar fee or commission or reimbursement of expenses from the Company or any of its Affiliates in connection with any of the Transactions.
<omitted>
SECTION 5.13. Opinion of Financial Advisor.
The Company Board has received the opinion of Centerview Partners LLC that, as of the date of such opinion and based on and subject to the matters set forth therein, <omitted> the Offer Price of $60.00 per share of Company Common Stock to be paid to the holders of Company Common Stock <omitted> pursuant to this Agreement is fair, from a financial point of view, to such holders, and, as of the date hereof, such opinion has not been withdrawn, revoked or modified.
<omitted>
SECTION 5.23. Takeover Provisions.
<omitted> the Company Board has taken and will take all actions so that the restrictions <omitted> applicable to business combinations contained in Section 203 of the DGCL and any other Takeover Provisions are, and will be, inapplicable to the execution, delivery and performance of this Agreement, and the timely consummation of the Offer, the Merger and any other Transaction and will not restrict, impair or delay the ability of Parent or Merger Sub to vote or otherwise exercise all rights as a Stockholder. No “fair price,” “moratorium,” “control share acquisition” or other similar Takeover Provisions or any anti-takeover provision in the Company’s certificate of incorporation or bylaws is, or at the Effective Time will be, applicable to the Company Securities, the Offer, the Merger or the other Transactions.
<omitted>
Offer Conditions <omitted> (iv) (1) any of the representations and warranties of the Company set forth in Section 5.1, Section 5.3(a), Section 5.3(b)(i), Section 5.4, Section 5.10, Section 5.13 and Section 5.23 shall not be true and correct in all material respects <omitted> (3) any of the representations and warranties of the Company set forth in Section 5.7(a) shall not be true and correct in all respects (Page 94) | General R&Ws | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> |
(iii) The representations and warranties of the Company set forth in this Agreement (other than the Capitalization Representations and the Fundamental Representations) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any failure to be so true and correct which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such date which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect); provided, however, that for purposes of determining the accuracy of the representations and warranties of the Company set forth in this Agreement for purposes of this Section 6.2(b)(iii), all qualifications in the representations and warranties set forth in Section 3.1, 3.2, 3.20 and 3.22 based on a “Company Material Adverse Effect” and all materiality qualifications and other qualifications based on the word “material” or similar phrases (but not dollar thresholds) contained in such representations and warranties shall be disregarded. (Pages 57-58) | Specified R&Ws only | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
main | contract_14 | 7.2 Conditions to Obligations of SVB Financial. The obligation of SVB Financial to effect the Merger is also subject to the satisfaction, or waiver by SVB Financial, at or prior to the Effective Time, of the following conditions: (a) Representations and Warranties. The representations and warranties of Boston Private 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 (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, and the representations and warranties of Boston Private set forth in Sections 3.1(a), 3.1(b) (with respect to Boston Private Bank only), 3.2(c) (with respect to Boston Private Bank only) and 3.3(a) (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 (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. All other representations and warranties of Boston Private 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 (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, 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 Boston Private or the Surviving Corporation. SVB Financial shall have received a certificate signed on behalf of Boston Private by the Chief Executive Officer and the Chief Financial Officer of Boston Private to the foregoing effect. (Page 77)
7.2 Conditions to Obligations of SVB Financial. <omitted> All other representations and warranties of Boston Private set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement <omitted> 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, <omitted> has had or would reasonably be expected to have a Material Adverse Effect on Boston Private or the Surviving Corporation. (Page 77)
3.2 Capitalization. <omitted>
7.2 Conditions to Obligations of SVB Financial. The obligation of SVB Financial to effect the Merger is also subject to the satisfaction, or waiver by SVB Financial, at or prior to the Effective Time, of the following conditions:
(a) Representations and Warranties. The representations and warranties of Boston Private 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 (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, and the representations and warranties of Boston Private set forth in Sections 3.1(a), 3.1(b) (with respect to Boston Private Bank only), 3.2(c) (with respect to Boston Private Bank only) and 3.3(a) (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 (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 (Page 77)
3.2 Capitalization. <omitted>
7.2 Conditions to Obligations of SVB Financial.
<omitted>
(a) Representations and Warranties. The representations and warranties of Boston Private set forth in Section 3.2(a) <omitted> 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) (Page 77)
3.1 Corporate Organization. (a) <omitted>
3.2 Capitalization. <omitted> (c) Except as set forth on Section 3.2(c) of the Boston Private Disclosure Schedule, Boston Private owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the Boston Private Subsidiaries, <omitted>
3.3 Authority; No Violation. (a) Boston
Private has full corporate power and authority to execute and deliver
this Agreement and, subject to the shareholder and other
actions described below, to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Boston Private.
<omitted> This Agreement <omitted> constitutes a valid and binding obligation of Boston Private, enforceable against Boston Private <omitted>
3.8 Absence of Certain Changes or Events. (a) Since December 31, 2019, there has not been <omitted> a Material Adverse Effect on Boston Private. <omitted>
7.2
Conditions to Obligations of SVB Financial.
The obligation of SVB
Financial to effect the Merger is also subject to the
satisfaction, or
waiver by SVB Financial, at or prior to the Effective
Time, of the following conditions:
(a) Representations and Warranties. The representations and warranties of Boston Private 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 (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, and the representations and warranties of Boston Private set forth in Sections 3.1(a), 3.1(b) (with respect to Boston Private Bank only), 3.2(c) (with respect to Boston Private Bank only) and 3.3(a) (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 (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. (Page 77)
3.1 Corporate Organization. (a) <omitted>
3.2 Capitalization. 3.2 Capitalization. <omitted> (c) Except as set forth on Section 3.2(c) of the Boston Private Disclosure Schedule, Boston Private owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the Boston Private Subsidiaries, <omitted>
3.3 Authority; No Violation. (a) Boston
Private has full corporate power and authority to execute and deliver
this Agreement and, subject to the shareholder and other
actions described below, to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Boston Private.
<omitted> This Agreement <omitted> constitutes a valid and binding obligation of Boston Private, enforceable against Boston Private <omitted>
3.8 Absence of Certain Changes or Events. (a) Since December 31, 2019, there has not been <omitted> a Material Adverse Effect on Boston Private. <omitted>
7.2
Conditions to Obligations of SVB Financial.
<omitted>
The representations and warranties of Boston Private set forth in <omitted> Section 3.8(a) <omitted> shall be true and correct <omitted> and the representations and warranties of Boston Private set forth in Sections 3.1(a), 3.1(b) (with respect to Boston Private Bank only), 3.2(c) (with respect to Boston Private Bank only) and 3.3(a) <omitted> shall be true and correct in all material respects (Page 77) | General R&Ws | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
main | 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)
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 <omitted> except, in the case of this clause (iii), for any failure of any such representation and warranty to be so true and correct <omitted> that does not constitute a Company Material Adverse Effect. (Page 56)
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. (i) Each of the representations and warranties of the Company set forth in Section 5.1 (Organization, Good Standing and Qualification), Section 5.2(a) (Capital Structure) (other than any inaccuracies that individually or in the aggregate are de minimis relative to the total fully diluted equity capitalization of the Company), Section 5.3(a) (Corporate Authority) and Section 5.6(b) (Absence of Certain Changes) shall be true and correct in all respects 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 in all respects as of such particular date or period of time); (Page 56)
8.2. Conditions to Obligations of Parent, Merger Sub and Merger Sub II. <omitted> (i) Each of the representations and warranties of the Company set forth in <omitted> Section 5.2(a) (Capital Structure) (other than any inaccuracies that individually or in the aggregate are de minimis relative to the total fully diluted equity capitalization of the Company) <omitted> shall be true and correct in all respects (Page 56)
5.1. Organization, Good Standing and Qualification. <omitted> The Company has no Subsidiaries. <omitted>
5.3. Corporate Authority; Approval and Fairness.
(a) <omitted> This Agreement <omitted> constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms <omitted>
(b) <omitted> The Special Committee has (<omitted> (ii) received an opinion of Centerview Partners LLC, the Special Committee’s financial advisor (the “Special Committee Financial Advisor”), to the effect that the Merger Consideration is fair, from a financial point of view, as of the date of such opinion and subject to the limitations, qualifications and assumptions set forth therein, to the holders of Shares (other than Excluded Shares and Shares that are subject to Company Restricted Share Awards) and as of the date of this Agreement such opinion has not been withdrawn, revoked or modified
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. (i) Each of the representations and warranties of the Company set forth in Section 5.1 (Organization, Good Standing and Qualification), <omitted> Section 5.3(a) (Corporate Authority) and Section 5.6(b) (Absence of Certain Changes) shall be true and correct in all respects 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 in all respects as of such particular date or period of time); (ii) each of the representations and warranties of the Company set forth in Section 5.3(b) (Approval and Fairness), Section 5.17 (Takeover Statutes) and Section 5.18 (Brokers and Finders) shall be true and correct in all material respects 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 in all material respects as of such particular date or period of time) (disregarding all qualifications or limitations as to “material,” “Company Material Adverse Effect” and words of similar import set forth therein); (Page 56)
5.3. Corporate Authority; Approval and Fairness.(a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement <omitted> and to consummate the Mergers and the other transactions <omitted> This Agreement <omitted> constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms <omitted>
8.2. Conditions to Obligations of Parent, Merger Sub and Merger Sub II. <omitted> (i) Each of the representations and warranties of the Company set forth in Section 5.1 (Organization, Good Standing and Qualification), <omitted> Section 5.3(a) (Corporate Authority) and Section 5.6(b) (Absence of Certain Changes) shall be true and correct in all respects <omitted> ; (ii) each of the representations and warranties of the Company set forth in Section 5.3(b) (Approval and Fairness), Section 5.17 (Takeover Statutes) and Section 5.18 (Brokers and Finders) shall be true and correct in all material respects (Page 56) | General R&Ws, Specified R&Ws only | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | Section 6.2 Additional Conditions to Central’s and Merger Sub’s Obligations. The respective obligations of Central and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by Law, the waiver by Central and Merger Sub on or prior to the Effective Time of each of the following conditions: <omitted> (b) The representations and warranties of East contained <omitted> (iii) in this Agreement (other than the representations and warranties of East set forth in the first sentence of Section 2.1(a), Section 2.1(c), Section 2.2, Section 2.4 and Section 2.8(b)) shall be true and correct (without giving effect to any limitation as to “materiality” or “East Material Adverse Effect” set forth in any individual such representation or warranty) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except (in the case of this clause (iii)) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “East Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expected to have, individually or in the aggregate, an East Material Adverse Effect; (Page 94)
Section 6.2 Additional Conditions to Central’s and Merger Sub’s Obligations. <omitted> (b) The representations and warranties of East contained <omitted> (iii) in this Agreement (other than the representations and warranties of East set forth in the first sentence of Section 2.1(a), Section 2.1(c), Section 2.2, Section 2.4 and Section 2.8(b)) shall be true and correct <omitted> except (in the case of this clause (iii)) where the failure of such representations and warranties to be so true and correct <omitted> would not reasonably be expected to have, individually or in the aggregate, an East Material Adverse Effect; (Page 94)
Section 2.4 Capitalization. <omitted>
Section 6.2 Additional Conditions to Central’s and Merger Sub’s Obligations.
The respective obligations of Central and Merger Sub to
consummate the
Merger are subject to the satisfaction or, to the extent permitted by
Law, the waiver by Central and Merger Sub on or prior to
the Effective Time of each of the
following conditions:
<omitted>
(b) The representations and warranties of East contained (i) in the <omitted> Section 2.4 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except for de minimis inaccuracies, (Page 94)
Section 2.4 Capitalization. <omitted>
Section 6.2
Additional Conditions to Central’s and Merger Sub’s Obligations.
The respective obligations of Central and Merger Sub to
consummate the
Merger are subject to the satisfaction or, to the extent permitted by
Law, the waiver by Central and Merger Sub on or prior to
the Effective Time of each of the
following conditions:
<omitted>
(b) The representations and warranties of East contained (i) in <omitted> Section 2.4 shall be true and correct in all respects <omitted> except for de minimis inaccuracies, (Page 94)
Section 2.1 Due Organization; Subsidiaries. <omitted>
Section 2.2 Authority; Binding Nature of Agreement. <omitted> (b) The East Board has unanimously <omitted> (ii) approved and declared advisable this Agreement, the Merger and the other transactions contemplated by this Agreement <omitted> (c) This Agreement has been duly executed and delivered by East and, assuming the due execution and delivery of this Agreement by Central and Merger Sub, constitutes the legal, valid and binding obligation of East, enforceable against East in accordance with its terms <omitted>
Section 2.4 Capitalization. <omitted> (d) <omitted> All of the outstanding shares of capital stock or other ownership interests of the East Subsidiaries that are direct or indirect wholly-owned Subsidiaries of East (A) have been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable East Organizational Documents) and nonassessable (if such entity is a corporate entity) and (B) are owned by East, by one or more of the East Subsidiaries or by East and one or more of the East Subsidiaries, in each case free and clear of all Encumbrances. <omitted>
Section 2.8 Absence of Changes. <omitted> (Page 14)
Section 2.1 Due Organization; Subsidiaries. <omitted>
Section 2.2 Authority; Binding Nature of Agreement. <omitted> (b) The East Board has unanimously <omitted> (ii) approved and declared advisable this Agreement, the Merger and the other transactions contemplated by this Agreement <omitted> (c) This Agreement has been duly executed and delivered by East and, assuming the due execution and delivery of this Agreement by Central and Merger Sub, constitutes the legal, valid and binding obligation of East, enforceable against East in accordance with its terms <omitted>
Section 2.4 Capitalization. <omitted> (d) <omitted> All of the outstanding shares of capital stock or other ownership interests of the East Subsidiaries that are direct or indirect wholly-owned Subsidiaries of East (A) have been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable East Organizational Documents) and nonassessable (if such entity is a corporate entity) and (B) are owned by East, by one or more of the East Subsidiaries or by East and one or more of the East Subsidiaries, in each case free and clear of all Encumbrances. <omitted>
Section 2.8 Absence of Changes. <omitted>
Section 6.2
Additional Conditions to Central’s and Merger Sub’s Obligations.
The respective obligations of Central and Merger Sub to
consummate the Merger are subject to the satisfaction or, to the extent permitted by Law, the waiver by Central and Merger Sub on or prior to the Effective Time of each of the
following conditions:
<omitted>
(b) The representations and warranties of East contained (i) in the first sentence of Section 2.1(a), Section 2.1(c), Section 2.2 and Section 2.4 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except for de minimis inaccuracies, (ii) Section 2.8(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date) (Page 94)
Section 2.1 Due Organization; Subsidiaries. <omitted>
Section 2.2 Authority; Binding Nature of Agreement. <omitted> (b) The East Board has unanimously <omitted> (ii) approved and declared advisable this Agreement, the Merger and the other transactions contemplated by this Agreement <omitted> (c) This Agreement has been duly executed and delivered by East and, assuming the due execution and delivery of this Agreement by Central and Merger Sub, constitutes the legal, valid and binding obligation of East, enforceable against East in accordance with its terms <omitted>
Section 2.4 Capitalization. <omitted> (d) <omitted> All of the outstanding shares of capital stock or other ownership interests of the East Subsidiaries that are direct or indirect wholly-owned Subsidiaries of East (A) have been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable East Organizational Documents) and nonassessable (if such entity is a corporate entity) and (B) are owned by East, by one or more of the East Subsidiaries or by East and one or more of the East Subsidiaries, in each case free and clear of all Encumbrances. <omitted>
Section 2.8 Absence of Changes. <omitted>
Section 6.2
Additional Conditions to Central’s and Merger Sub’s Obligations. <omitted>
(b) The representations and warranties of East contained (i) in the first sentence of Section 2.1(a), Section 2.1(c), Section 2.2 and Section 2.4 shall be true and correct in all respects <omitted> except for de minimis inaccuracies, (ii) Section 2.8(b) shall be true and correct in all respects (Page 94) | Specified R&Ws only | 0 | Materiality/MAE Scrape applies to | fundamental/Special R&Ws | Accuracy of Target R&W Closing Condition | 11-3 | Conditions to Closing |
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