data_type stringclasses 3 values | contract_name stringclasses 153 values | text stringlengths 30 16.8k | answer stringclasses 228 values | label int64 0 9 | question stringclasses 92 values | subquestion stringclasses 52 values | text_type stringclasses 22 values | id stringclasses 144 values | category stringclasses 7 values |
|---|---|---|---|---|---|---|---|---|---|
main | contract_129 | 7.2 Conditions to Obligations of Webster. The obligation of Webster to effect the Merger is also subject to the satisfaction or waiver by Webster at or prior to the Effective Time of the following conditions: <omitted> (b) Performance of Obligations of Sterling. Sterling shall have performed in all material respects the obligations, covenants and agreements required to be performed by it under this Agreement at or prior to the Effective Time, (Page 36) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_136 | The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. <omitted>
(c) the Company shall have complied with, or performed, in all material respects all of the Company’s covenants and agreements it is required to comply with or perform at or prior to the Offer Acceptance Time; (Page 82) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_39 | CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET <omitted> Section 8.2 Performance by the Company. The Company shall have performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date. (Page 52) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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): <omitted> (b) Performance of Obligations of the Company. The Company shall have performed or complied with, in all material respects, its covenants and obligations under this Agreement required to be performed or complied with by it at or prior to the Closing. (Page 87) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_142 | CONDITIONS TO THE OFFER <omitted> (iii) the Company shall have complied with or performed in all material respects all of the covenants and agreements that the Company is required to comply with or perform at or prior to the Offer Acceptance Time; (Page 105) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_61 | 7.3 Conditions to the Obligations of Parent, US Holdco and Merger Sub. The obligation of Parent, US Holdco and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent (on behalf of Parent, US Holdco and Merger Sub), on or prior to the Closing Date of the following conditions: <omitted> (b) the Company shall have performed in all material respects its covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date; (Page 67) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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 bewaived 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: (a) Representations and Warranties. <omitted> (b) Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with the obligations, covenants and agreements required to be performed or complied with by it under the Agreement at or prior to the Closing. (Page 82) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_25 | SECTION 7.03. Conditions to Obligation of Parent. The obligation of Parent and Merger Sub to consummate the Merger is further subject to the following conditions: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all material obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect. (Page 57) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_26 | 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the applicable date. (Page 74) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_37 | Notwithstanding any other term of the Offer or the Agreement to the contrary, Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Company Shares promptly after the termination or withdrawal of the Offer), to pay for any Company Shares tendered pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Company Shares, and (subject to the provisions of the Agreement) may terminate the Offer and not accept for payment any tendered Company Shares, at any scheduled Expiration Date (as it may have been extended pursuant to Section 1.1 of the Agreement) if (i) the condition in clause (1) below has not been satisfied by one minute after 11:59 p.m., Eastern time, on the Expiration Date (the “Expiration Time”) or (ii) any of the additional conditions set forth below are not satisfied or waived in writing by Parent at the Expiration Time: <omitted>
Each of the Company and the Company Operating Partnership shall have performed or complied in all material respects with all obligations required to be performed or complied with by it under this Agreement at or prior to the Expiration Time; (Page 47) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_75 | 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: (a) Compliance with Agreements and Covenants. The Company shall have performed, or complied with, in all material respects its agreements, covenants and other obligations required by this Agreement to be performed or complied with by the Company at or prior to the Closing Date. (Page 57) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_128 | 7. 2 Conditions to the Obligations of Parent and Merger Sub. <omitted>
( b ) Performance of Obligations of the Company. The Company will have performed and complied in all material respects with its covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the Closing. (Page 92) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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:
(a) East shall have performed or complied in all material respects with all of its covenants, obligations or agreements required to be performed or complied with under the Agreement prior to the Effective Time; (Page 94) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_74 | Section 6.1 Conditions to Each Party’s Obligation to Close. <omitted> (b) Compliance with Company Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date. (Page 54) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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:<omitted>
(b) Performance of Obligations of the Company. The Company shall have performed (or any non-performance shall have been cured) in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (Page 61) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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: <omitted> (b) Performance of Obligations. The Company shall have performed or complied with in all material respects its agreements and covenants contained in this Agreement that are required to be performed or complied with by it at or prior to the Effective Time pursuant to the terms hereof. (Page 68) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_70 | CONDITIONS TO THE OFFER <omitted> (e) Performance of Covenants. The Company shall have in all material respects performed and complied with all of its covenants, agreements, and other obligations pursuant to the Agreement to be performed or complied with on or prior to the Offer Closing. (Page 101) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_11 | 7.2 Conditions to Obligations of Parent. The obligation of Parent 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: <omitted> (b) Performance of Obligations of Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time; and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company to such effect. (Page 73) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_97 | Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) the Company shall have performed and complied in all material respects with all obligations, agreements and covenants required to be performed by it under this Agreement on or prior to the Effective Time; (Page 73) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_22 | 8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing. (Page 58) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all obligations, covenants and agreements required to be performed or complied with by it under this Agreement. (Page 72) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_67 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: <omitted>
(b) Covenants. Each of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects, except for Section 6.01(a)(xxi) which shall have been complied with and performed in all respects. (Page 35) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_90 | 5.3Additional Conditions Precedent to the Company’s Obligations. The obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions: <omitted> (b) Performance of Covenants. The covenants in this Agreement that Parent is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects. (Page 67) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_6 | 5.2 Conditions to Obligations of GBCI. The obligations of GBCI to consummate the Merger are subject to satisfaction or written waiver by GBCI of the following conditions at or before Closing: <omitted> 5.2.2 Compliance. AB will have performed and complied, and will have caused the Bank to perform and comply, in all material respects with all terms, covenants and conditions of this Agreement on or before Closing. AB will have delivered to GBCI a certificate to that effect, executed by a duly authorized officer of AB and dated as of Closing. (Page 45) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_71 | Notwithstanding any other terms or provisions of the Offer or this Agreement, the Purchaser shall not be obligated to accept for payment, or, subject to the rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Company Shares validly tendered and not withdrawn pursuant to the Offer, and may terminate or amend the Offer in accordance with (and to the extent permitted by) the terms of this Agreement, and may postpone the acceptance of, or payment for, any Company Shares in accordance with (and to the extent permitted by) the terms of this Agreement, at any scheduled Expiration Date (as it may have been extended pursuant to Section 2.1(d) of the Agreement) if any of the conditions set forth below are not satisfied or waived in writing by Parent at one minute after 11:59 p.m., Eastern time, on the Expiration Date (the “Expiration Time”):
<omitted>
(4) the Company shall have complied with or performed in all material respects its obligations, agreements and covenants required to be complied with or performed by it prior to the Expiration Time under the Agreement; (Page 45) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Effective Time. (Page 81) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_132 | 8.2 Conditions to Obligations of Parent, Holding and Merger Sub. The obligations of Parent, Holding and Merger Sub to consummate the Merger are further subject to the satisfaction, at or prior to the Effective Time, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):
<omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations (subject to Section 7.2(d)) required to be performed by it under this Agreement at or prior to the Closing Date. (Page 88) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_24 | 7.2 Additional Conditions to Obligations of Labrador and Merger Sub. The obligations of Labrador 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 Labrador, in whole or in part, to the extent permitted by applicable Law: <omitted> (b) Performance of Obligations of Golden. Golden shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Effective Time. (Page 44) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_95 | 7.2 Conditions to Obligations of the Tyler Entities. The obligations of the Tyler Entities to consummate the Merger shall further be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in writing in whole or in part by Tyler, to the extent permitted by applicable Law: <omitted. (b ) Performance of Obligations. Except as expressly provided in Section 6.5(d) and Section 6.15(a), NIC shall have performed or complied, in all material respects, with the obligations, covenants, and agreements required to be performed or complied with by it under this Agreement by the time of the Closing. (Page 48) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_23 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (Page 102) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_82 | Section 6.2 Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: (a) Compliance with Agreements and Covenants. The Company shall have performed, or complied with, in all material respects its agreements, covenants and other obligations required by this Agreement to be performed or complied with by the Company at or prior to the Closing Date. (Page 50) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_84 | Section 9.2 Conditions to Obligations of the Parent Parties. The obligations of Parent, REIT Merger Sub and Parent OP to effect the Mergers and to consummate the other transactions 135
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: <omitted> (b) Performance of Covenants and Obligations of the Company Parties. Each of the Company Parties shall have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by it under this Agreement on or prior to the Closing. (c) Performance of Covenants and Obligations of Mercury. Mercury shall have performed in all material respects all obligations, and complied in all material respects with
136
all agreements and covenants, required to be performed by it under this Agreement on or prior to the Closing. (Pages 142-143) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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> (c) the Company shall have complied with or performed in all material respects all of the Company’s covenants and agreements it is required to comply with or perform at or prior to the Offer Acceptance Time; (Page 65) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_139 | Section 8.2. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also 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 or Merger Sub: <omitted> (b) Performance of Obligations. The Company shall have performed and complied in all material respects with the obligations, covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing. (Page 73) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_137 | 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: <omitted>
(b) Performance of Obligations of TRMT. TRMT shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Merger Effective Time. (Page 34) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_146 | SECTION 7.03 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger is further subject to the satisfaction or waiver (by Parent and Merger Sub) at or prior to the Closing of each of the following conditions: <omitted> ( b ) Performance of Covenants and Agreements of the Company. The Company shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing. (Page 64) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_38 | 6.2. Conditions to the Obligations of Parent and Merger Sub. <omitted> (b) The Company shall have complied with or performed in all material respects all of the Company’s covenants and agreements it is required to comply with or perform at or prior to the Effective Time. (Page 62) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_125 | Section 9.2 Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to Applicable Law) of the following further conditions: <omitted> (a) the Company shall have performed and complied with in all material respects all of its covenants and obligations hereunder required to be performed and complied with by it at or prior to the Effective Time; (Page 63) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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> (b) Performance of Company Obligations. The Company shall have performed in all material respects the obligations required to be performed by it under this Agreement at or prior to the Closing. (Page 83) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_123 | ANNEX I CONDITIONS TO THE OFFER <omitted> (c) the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by, or complied with by, it under this Agreement at or prior to the Offer Acceptance Time; (Page 111) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_98 | Section 6.2 Conditions to Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is subject to the satisfaction or waiver by Parent in writing, at or prior to the Closing, of the following additional conditions: <omitted> (b) Performance of Company Obligations. The Company shall have performed in all material respects all of the obligations required to be performed by it under this Agreement at or prior to the Closing. (Page 31) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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>
(b) The Company shall have performed all obligations and complied with all covenants, in each case in all material respects, required by this Agreement to be performed or complied with by it at or prior to the Closing; and (Page 70) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_47 | 5.2 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 Effective Time of the following conditions: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (Page 29) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_100 | 7.2. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable Law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent:
<omitted>
(b) Performance of Obligations of the Company. The Company will have performed and complied in all material respects with all covenants and obligations of this Agreement required to be performed and complied with by it at or prior to the Closing. (Page 86) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_54 | Section 6.03 Conditions to Obligations of Enterprise. The obligations of Enterprise to consummate the Merger are subject to the fulfillment, or written waiver by Enterprise, prior to the Closing Date of each of the following conditions: <omitted> (b) Performance of Obligations of First Choice. First Choice and First Choice Bank shall have performed and complied with all of their respective obligations under this Agreement in all material respects at or prior to the Closing Date, and Enterprise shall have received a certificate, dated the Closing Date, signed on behalf of First Choice by First Choice’s Chief Executive Officer and Chief Financial Officer and on behalf of First Choice Bank by its Chief Executive Officer and Chief Financial Officer, to such effect. (Page 86) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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: <omitted>
(b) Compliance with Agreements and Covenants. The Company shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or at the Effective Time. (Page 28) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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:
<omitted>
(b) Performance of Obligations of TCF. TCF shall have performed in all material respects the obligations, covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date, and Huntington shall have received a certificate signed
-66-
on behalf of TCF by the Chief Executive Officer or the Chief Financial Officer of TCF to such effect. (Pages 74-75) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_58 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions <omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time. (Page 66) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_2 | CONDITIONS TO THE OFFER
<omitted> 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. <omitted> (c) the Company shall have complied with or performed in all material respects all of the Company’s covenants and agreements it is required to comply with or perform at or prior to the Offer Acceptance Time; (Page 50) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_88 | Section 6.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by Parent) at or prior to the Closing of the following conditions:
<omitted>
(b) Covenants and Agreements. The Company shall have performed or complied in all material respects with all of the covenants and agreements hereunder that this Agreement requires the Company to perform or comply with at or prior to the Closing. (Page 31) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_66 | Section 6.2 Conditions to Obligations of Parent, Merger Sub and Merger Sub II. The obligations of Parent, Merger Sub and Merger Sub II to effect the Mergers are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the First Effective Time of the following conditions: <omitted>
(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (Page 67) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_78 | Section 8.1.Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each Party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Effective Time of the following conditions: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with all of the covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing. (Page 28) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_5 | Section 9.02 Conditions to the Obligations of Parent, Bidco and each Merger Sub. The obligations of Parent, Bidco and each Merger Sub to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:
(a) the Company shall have performed, in all material respects, all of its obligations hereunder required to be performed by it at or prior to the First Effective Time; (Page 99) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_120 | 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (b) Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the applicable date. (Page 95) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_8 | 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 each 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: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under this Agreement on or prior to the Effective Time. (Page 32) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_17 | 7.2 Conditions to Obligations of BancShares Parties. The obligation of the BancShares Parties to effect the transactions contemplated by this Agreement is also subject to the satisfaction, or waiver by the BancShares Parties, at or prior to the Effective Time, of the following conditions:
<omitted>
(b) Performance of Obligations of CIT. CIT shall have performed in all material respects the obligations, covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date, and the BancShares Parties shall have received a certificate dated as of the Closing Date and signed on behalf of CIT by the Chief Executive Officer or the Chief Financial Officer of CIT to such effect. (Page 67) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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: <omitted> (b) Performance of Obligations of Boston Private. Boston Private shall have performed in all material respects the obligations, covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date, and 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 such effect. (Page 77) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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: <omitted>
(b) Performance of Obligations of the Company. The Company shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under this Agreement on or prior to the Effective Time. (Page 68) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_151 | ANNEX I
CONDITIONS TO THE OFFER
<omitted>
(e) the Company will have performed and complied in all material respects with all covenants and obligations required to be performed and complied with by it at or prior to the applicable date; (Page 98) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_86 | Section 6.02 Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of each of the following additional conditions: <omitted>
(b) Covenants. The Company shall have performed or complied with all obligations and covenants in all material respects required by this Agreement to be performed or complied with by the Company on or before to the Effective Time. (Page 24) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (Page 56) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under this Agreement on or prior to the Effective Time. (Page 103) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_19 | Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub. The obligations of Parent, US Holdco and Crystal Merger Sub to effect the Mergers are also subject to the satisfaction or waiver (in writing) by Parent on or prior to the Closing Date of each of the following additional conditions: <omitted> (c) Performance of Obligations of the Company. The covenants and agreements in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects; and Parent shall have received a certificate signed on behalf of the Company by a duly authorized executive officer of the Company to such effect. (Page 35) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_32 | CONDITIONS TO THE OFFER
The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (g) below. Accordingly, notwithstanding any other provision of the Offer or the 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 in accordance with its terms; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (d) and (f) of this Annex I shall not be satisfied by the expiration time of the Offer on the Expiration Date; or (B) any of the additional conditions set forth below (other than the conditions set forth in clause (A)) shall not be satisfied or waived in writing by Parent: <omitted> (c) the Company shall have complied with or performed in all material respects the Company’s covenants and agreements it is required to comply with or perform at or prior to the expiration time of the Offer on the Expiration Date (Page 80) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_21 | 7.2 Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Buyer and Merger Sub, at or prior to the Effective Time, of the following conditions: <omitted> (b) Performance of Obligations of Company. Company shall have performed in all material respects the obligations, covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date, and Buyer shall have received a certificate signed on behalf of Company by the chief executive officer or the chief financial officer of Company to such effect. (Page 62) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_143 | Section 7.2Additional Conditions to Obligations of Parent and the Merger Subs. <omitted> (b) Performance of Obligations of the Company. The Company shall have performed, or complied with, in all material respects all agreements and covenants (other than the covenants set forth in Section 6.13 or Section 6.22) required to be performed or complied with by it under this Agreement on or prior to the Effective Time. (Page 81) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_122 | 5.2 Additional Conditions Precedent to Parent’s Obligations. The obligation of Parent to cause the Merger to be effected and otherwise cause the transactions contemplated by this Agreement to be consummated are subject to the satisfaction or waiver by Parent, as of the Closing, of each of the following conditions: <omitted>
(b) Performance of Covenants. The covenants in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects. (Page 71) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_30 | 8.03 Conditions to Obligation of United. <omitted>
(b) Performance of Obligations of CBTC. CBTC shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time, and United shall have received a certificate, dated the Effective Date, signed on behalf of CBTC by the Chief Executive Officer and the Chief Financial Officer of CBTC to such effect. (Page 57) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_119 | Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: <omitted> (b) the covenants of the Company to be performed prior to the Effective Time shall have been performed (or any non-performance shall have been cured) in all material respects; and (Page 63) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_50 | 8.2 Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2. The obligations of Parent, MergerCo 1 and MergerCo 2 to effect the Mergers are further subject to the satisfaction (or written waiver, if permissible under applicable Law), by the Parent (on behalf of the Parent, MergerCo 1and MergerCo 2), as of the Closing, of each of the following conditions: <omitted> (b ) Performance and Obligations of the Paired Entities. The Paired Entities shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Paired Entities at or prior to the Closing, and Parent shall have received a certificate signed on behalf of each of the Paired Entities by an executive officer of such Paired Entity, dated the Closing Date, to the foregoing effect. (Page 77) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_121 | Section 8.2Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and to consummate 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 Effective Time, of the following additional conditions: <omitted> (b) Performance of Covenants and Obligations of Company. Company shall have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by it under this Agreement on or prior to the Effective Time. (Page 58)
(b) Performance of Covenants or Obligations of Parent. Parent shall have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by it under this Agreement on or prior to the Effective Time. (Page 59) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_77 | Section 6.2 Conditions to Obligations of SYBT and Merger Subsidiary. <omitted>
(b) Performance of Obligations of KTYB. KTYB shall have performed in all material respects the obligations required to be performed by KTYB under this Agreement at or prior to the Closing Date. (Page 50) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_73 | Section 6. Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub The obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub to effect the Mergers and otherwise consummate the Contemplated Transactions are subject to the satisfaction (or waiver by Marvell, on behalf of itself, HoldCo, Bermuda Merger Sub and Delaware Merger Sub), at or prior to the Closing, of each of the following conditions:6.1 Accuracy of Representations. <omitted> 6.2 Performance of Covenants. The covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects. (Page 91) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_76 | Section 6.3 Conditions to Obligations of Parent and Merger Subs to Effect the Mergers. The obligations of Parent and each Merger Sub to effect the Mergers are further subject to the satisfaction (or waiver by Parent to the extent permitted by applicable Law) of the following conditions: <omitted> (b) The Company shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to the Closing. (Page 92) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (Page 31) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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:
(b) the Company shall have performed or complied in all material respects with its obligations required under this Agreement to be performed or complied with on or prior to the Closing; (Page 34) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_92 | Section 8.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by applicable Law, by Parent): <omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all material respects its covenants and obligations under this Agreement required to be performed by it at or prior to the Closing. (Page 82) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_118 | Section 6.1 Conditions to Each Party’s Obligations to Effect the Mergers. <omitted> (b) Performance and Obligations of the Company. Each of the Company and the Partnership shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed by it or complied with on or prior to the Closing Date. (Page 38) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_130 | Section 6.02 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver (where permissible pursuant to applicable Law) by Parent and Merger Sub on or prior to the Closing Date of the following conditions: <omitted>
(b ) Performance of Covenants. The Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, in this Agreement required to be performed by or complied with by it at or prior to the Closing. (Page 59) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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: (b) Performance of Obligations of the Company. The Company shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under this Agreement on or prior to the Effective Time. (Page 44) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | 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) (i) the Company has breached or failed to comply in any material respect with any of its agreements or covenants to be performed or complied with by it under the Agreement on or before the Acceptance Time and has not thereafter cured such breach or failure to comply, and such breach or failure to comply has not been waived in writing by Parent or Purchaser, (Page 81) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_3 | SECTION 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver by Parent (where permissible), prior to the Effective Time, of the following additional conditions: <omitted. (b) Agreements and Covenants. The Company shall have performed or complied with, in all material respects, each covenant, agreement and obligation required by this Agreement to be performed or complied with by it on or prior to the Effective Time. (Page 33) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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> (v) the Company shall have failed to perform or comply in any material respect with any obligation, agreement or covenant required to be performed or complied with by it under this Agreement prior to the Expiration Date; or (Page 94) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_28 | Annex I Conditions to the Offer Notwithstanding any other term of the Offer or this Agreement to the contrary, Merger Sub will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the provisions of this Agreement) may terminate the Offer and not accept for payment any tendered Shares, at any scheduled Expiration Date (as it may have been extended pursuant to Section 2.1 of this Agreement) if (i) the condition in clause (a) below has not been satisfied by one minute after 11:59 p.m., Eastern time, on the then scheduled applicable Expiration Date (the “Expiration Time”) or (ii) any of the additional conditions set forth below are not satisfied or waived in writing by Parent at theExpiration Time: <omitted> (e) Performance of Obligations of the Company. The Company shall have performed in all material respects each of its obligations required to be performed by it under this Agreement at or prior to the Expiration Time. (Page 107) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_72 | Section 7.02Conditions 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 written waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: <omitted> (b) Covenants. Each of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects. (Page 80) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_52 | Section 6.2 Conditions to Obligations of Parent, Merger Sub II and Merger Sub I. The respective obligations of Parent, Merger Sub II and Merger Sub I to effect Merger I are further subject to the satisfaction at the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent: <omitted> (b) Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect. (Page 81) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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> (e) the Company shall have performed or complied with, in all material respects, each covenant, agreement and obligation required by the Merger Agreement to be performed or complied with by it on or prior to the Offer Expiration Time; (Page 45) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
main | contract_135 | Section 6.2 Conditions to Obligations of Parent, Merger Sub II and Merger Sub I. The respective obligations of Parent, Merger Sub and Merger Sub I to effect Merger I are further subject to the satisfaction at the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent: <omitted> (b) Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect. (Page 39) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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:
(a) East shall have performed or complied with all of its covenants, obligations or agreements required to be performed or complied with under Sections 2.1, 2.4(a) and 2.13 in all respects and all other covenants, obligations or agreements in all material respects prior to the Effective Time; (Page 94) | Hybrid/Other Standard | 2 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET <omitted> Section 8.2 Performance by the Company. The Company shall have performed or complied in all respects all obligations, agreements and covenants required to be performed by it under Sections 4.01 (a) through (c) under this Agreement and performed and complied with all other obligations, agreements and covenants required to be performed by it under this Agreement on or prior to the Closing Date. (Page 52) | Hybrid/Other Standard | 2 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | 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: (a) the Company shall have performed all its covenants under Sections 3.1, 3.06(a) and 3.20 of the Agreement in all respects and all other covenants in all material respects hereunder required to be performed by it at or prior to the Effective Time; (Page 32) | Hybrid/Other Standard | 2 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) the Company shall have performed and complied in all respects with all obligations, agreements and covenants required to be performed by it under Sections 4.01 (a) through (c) and performed and complied with all other obligations, agreements and covenants required to be performed by it under this Agreement on or prior to the Effective Time; (Page 73) | Hybrid/Other Standard | 2 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | 7.2 Conditions to Obligations of Parent. The obligation of Parent 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: <omitted> (b) Performance of Obligations of Company. The Company shall have performed all obligations, agreements and covenants required to be performed by it under Sections 4.01 (a) through (c) in all respects and all other obligations, agreements and covenants required to be performed by it under this Agreement in all material respects at or prior to the Effective Time; and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company to such effect. (Page 73) | Hybrid/Other Standard | 2 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | 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): <omitted>
Section 8.2 Performance by the Company. The Company shall have performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date, except that with respect to obligations, agreements and covenants required to be performed by it under Sections 4.01 (a) through (c) of the Agreement, the Company shall have performed and complied with them in all respects. (Page 48) | Hybrid/Other Standard | 2 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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: <omitted>
(b) Performance of Obligations of VEREIT. Each of VEREIT and VEREIT OP shall have performed in all respects all obligations required to be performed by it under Sections 3.4, 3.06(a) and 3.21 of the Agreement and all other obligations required to be performed or complied with under the Agreement in all material respects at or prior to the Closing Date. (Page 39) | Hybrid/Other Standard | 2 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | SECTION 7.03. Conditions to Obligation of Parent. The obligation of Parent and Merger Sub to consummate the Merger is further subject to the following conditions: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date except that with respect to covenants, obligations or agreements under Section 6.01 (u) through (w), the Company shall have performed all its obligations in all respects, and Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect. (Page 57) | Hybrid/Other Standard | 2 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | 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: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all respects all obligations, agreements and covenants required to be performed by it under Sections 6.5 (a) through (c) and performed and complied with all other obligations, agreements and covenants required to be performed by it under this Agreementin all material respects at or prior to the Effective Time, and Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company, dated as of the Closing Date, to such effect. (Page 67) | Hybrid/Other Standard | 2 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | 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: (a) Lambda shall have performed or complied with all of its covenants, obligations or agreements required to be performed or complied with under Sections 3.1, 3.06(a) and 3.20 of the Agreement in all respects and all other covenants, obligations or agreements in all material respects prior to the Effective Time; (Page 89) | Hybrid/Other Standard | 2 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_4 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Merger is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver by Parent, at or prior to Closing, of the following conditions:
<omitted>
(a) <omitted>
(iv) the representations and warranties of the Company set forth in Article 4 of this Agreement (other than those described in the foregoing clauses (i) through (iii)) shall have been true and correct as of the date of this Agreement and shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” or words of similar import) on the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct only as of such earlier date); provided, however, that notwithstanding anything in this Agreement to the contrary, the condition set forth in this clause (a)(iv) shall be deemed to have been satisfied even if any representations and warranties of the Company are not so true and correct if the failure of such representations and warranties of the Company to be so true and correct, individually or in the aggregate, have not resulted in a Company Material Adverse Effect; (Page 84) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_4 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub. <omitted> (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” or words of similar import) (Page 84) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.