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abridged | 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: <omitted> (iv) the other representations and warranties of the Company contained in Article IV (disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 99) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_5 | Section 9.02 Conditions to the Obligations of Parent, Bidco and each Merger Sub. <omitted> (or, if such representations and warranties are given as of another specific date, at and as of such date) (Page 99) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_6 | 5.2 Conditions to Obligations of GBCI. The obligations of GBCI to consummate the Merger are subject to satisfaction or written waiver by GBCI of the following conditions at or before Closing: 5.2.1 Representations and Warranties. <omitted> (c) representations and warranties of AB and the Bank contained in this Agreement not otherwise set forth in clause (a) or clause (b) of this Section 5.2.1 will be true and correct in all respects except where the failure to be so true and correct would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to AB, in the case of clause (b) and clause (c) of this Section 5.2.1, disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein, and, in each case, with the same force and effect as though such representations and warranties had been made on and as of Closing (except to the extent that such representations and warranties are by their express provisions made as of a specified date, in which case such representations and warranties will be true and correct in all material respects or true and correct, as the case may be, as of such date). AB and the Bank will have delivered to GBCI a certificate to that effect, executed by a duly authorized officer of AB and the Bank and dated as of the Effective Date. (Page 45) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_6 | 5.2 Conditions to Obligations of GBCI. The obligations of GBCI to consummate the Merger are subject to satisfaction or written waiver by GBCI of the following conditions at or before Closing: 5.2.1 Representations and Warranties. <omitted> disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein (Page 45) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | 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> (iii) all other representations and warranties of the Company set forth in Article IV of this Agreement 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 shall have been true and correct only as of such date), except 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” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 32) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_8 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted> (without regard to qualification or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”) (Page 32) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_14 | 7.2 Conditions to Obligations of SVB Financial. <omitted> without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties (Page 77) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_15 | 8.2.
Conditions to Obligations of WSFS.
The obligation of WSFS to consummate the Mergers is subject to the satisfaction at or prior to the Effective Time of the following conditions, unless
waived by WSFS pursuant to Section 10.6:
(a)
Representations and Warranties
.
<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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_15 | 8.2.
Conditions to Obligations of WSFS.
<omitted>
(a) Representations and Warranties.
<omitted>
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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_19 | Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub. The obligations of Parent, US Holdco and Crystal Merger Sub to effect the Mergers are also subject to the satisfaction or waiver (in writing) by Parent on or prior to the Closing Date of each of the following additional conditions: (a) Representations and Warranties. Each of the representations and warranties of the Company set forth in (i) Article III (other than Section 3.1(a) (first sentence), Section 3.1(b) (clause (i) of first sentence), Section 3.2(a) (other than the last sentence thereof), Section 3.2(b), Section 3.2(c), Section 3.3(a), Section 3.10(a), Section 3.18, Section 3.19, Section 3.22 and Section 3.24) shall be true and correct (without regard to “materiality” and “Company Material Adverse Effect” qualifiers contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), other than for such failures to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (Page 35) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_19 | Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub. <omitted> (without regard to “materiality” and “Company Material Adverse Effect” qualifiers contained in such representations and warranties) (Page 35) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_21 | 7.2 Conditions to Obligations of Buyer and Merger Sub.
The obligations of Buyer and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Buyer and Merger Sub, at or prior to the Effective Time, of the following conditions:
(a) Representations and Warranties.
The representations and warranties of Company set forth in
<omitted>
All other representations and warranties of Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); 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 Company or Buyer. If Buyer elects to delay the Closing Date pursuant to Section 1.2(b), all references in this Section 7.2(a) to the Closing Date shall mean the date five (5) business days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Sections 7.1(a) and 7.1(b) (the “Bringdown Date”), except that this Section 7.2(a) will apply both as of the Bringdown Date and the Closing Date with respect to Sections 3.1, 3.2, 3.3, 3.4 and 3.7. Buyer shall have received as of the Closing Date and, if applicable, the Bringdown Date a certificate signed on behalf of Company by the chief executive officer or the chief financial officer of Company to the foregoing effect. (Page 62) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_21 | 7.2 Conditions to Obligations of Buyer and Merger Sub.
<omitted>
without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, (Page 62) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_22 | 8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions: (a) Representations and Warranties. Each of the representations and warranties set forth in: <omitted> (iii) Article V (other than those set forth in the foregoing clauses (i) and (ii) of this Section 8.2(a)), without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein, shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct as of such particular date or period of time), except, in the case of this clause (iii), for any failure of any such representation and warranty to be so true and correct that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (Page 57) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_22 | 8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. <omitted> without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein (Page 57) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_23 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:
<omitted>
(iv) the other representations and warranties of the Company contained in Article IV (disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had, individually or in the aggregate, a Company Material Adverse Effect; (Page 102) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_23 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub.
<omitted>
(disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect) (Page 102) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_17 | 7.2 Conditions to Obligations of BancShares Parties. The obligation of the BancShares Parties to effect the transactions contemplated by this Agreement is also subject to the satisfaction, or waiver by the BancShares Parties, at or prior to the Effective Time, of the following conditions:
(a) Representations and Warranties. The representations and warranties of CIT set forth in Section 3.2(a), Section 3.7 and Section 3.8(a) (in each case after giving effect to the lead-in to Article III) shall be true and correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis) in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date), and the representations and warranties of CIT set forth in Section 3.1(a), Section 3.1(b) (but only with respect to CIT Subsidiary Bank), Section 3.2(b) (but only with respect to CIT Subsidiary Bank), Section 3.3(a) and Section 3.3(b)(i) (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of CIT set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on CIT, the Surviving Bank, or BancShares. 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 the foregoing effect. (Page 66) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_17 | 7.2 Conditions to Obligations of BancShares Parties. <omitted>
(a) Representations and Warranties. <omitted> (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties <omitted> ) <omitted> (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties <omitted> ) (Page 66) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_28 | Conditions to the Offer
Notwithstanding any
other term of the Offer or this Agreement to the contrary, Merger Sub
will not be required to accept for payment or,
subject to any applicable
rules and regulations of the SEC, including Rule
14e-l(c)
under the Exchange Act (relating to Merger Sub’s
obligation to pay for
or return tendered Shares promptly after the termination or withdrawal
of the Offer), to pay for any Shares tendered
pursuant to the Offer, and
may delay the acceptance for payment of or, subject to any applicable rules and regulations of the
SEC, the
payment for, any tendered Shares, and (subject to the
provisions of this Agreement) may terminate the Offer and not accept for
payment any
tendered Shares, at any scheduled Expiration Date (as it may have been extended pursuant to
Section 2.1 of this Agreement) if (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 the
Expiration Time:
<omitted>
(d)
Representations and Warranties.
Each of the representations and warranties set forth in:
<omitted>
(ii) Sections 5.2(a), 5.2(b) and 5.2(h) (Capital Structure) shall be true and correct as of the Capitalization Date, except for inaccuracies that are de minimis in the aggregate; (iii) Section 5.7 (Disclosure Controls and Procedures and Internal Control Over Financial Reporting) and Section 5.8 (Financial Statements; No Undisclosed Liabilities; Off-Balance Sheet Annex I-1
Arrangements) shall be true and correct in all respects as of the consummation of the Offer as though made as of the consummation of the Offer (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), except, in the case of this clause (iii) for any failure of any such representations and warranties to be so true and correct that would not, individually or in the aggregate, result in or reasonably be expected to result in a material adverse effect on the Company (without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein) and (iv) this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii) of this clause (d) of Annex I), without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein, shall be true and correct as of the consummation of the Offer as though made as of the consummation of the Offer (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 (iv), for any failure of any such representations and warranties to be so true and correct that would not, individually or in the aggregate, result in or reasonably be expected to result in a Material Adverse Effect. (Pages 106-107) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_28 | Conditions to the Offer
<omitted>
(without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein) <omitted> without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein, (Pages 106-107) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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: <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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_44 | 9.2. Conditions to the Obligations of Bridge Bancorp under this Agreement. <omitted> (read without giving effect to any qualification as to materiality or Material Adverse Effect on DCB set forth in such representations or warranties (Page 80) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_45 | Section 8.2 Conditions to Obligations of Parent and Merger Sub. <omitted> (iii) <omitted> (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)) (Page 86) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_48 | 8.2. Conditions to Obligations of Parent, Merger Sub and Merger Sub II. The obligations of Parent, Merger Sub and Merger Sub II to effect the Mergers are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. (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); (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); and (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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_48 | 8.2. Conditions to Obligations of Parent, Merger Sub and Merger Sub II. <omitted> <omitted> (disregarding all qualifications or limitations as to “material,” “Company Material Adverse Effect” and words of similar import set forth therein); <omitted> (disregarding all qualifications or limitations as to “material,” “Company Material Adverse Effect” and words of similar import set forth therein) (Page 56) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_50 | 8.2 Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2. <omitted>
(a) Representations and Warranties. <omitted> (iii) all other representations and warranties of the Paired Entities set forth in this Agreement shall be true and correct in all respects (without regard to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or time, in which case such representations and warranties need only be so true and correct as of such specific date or time), except where the failure or failures of all such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Company Material Adverse Effect. (Page 77) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_50 | 8.2 Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2.
<omitted> (without regard to any materiality or Company Material Adverse Effect qualifications set forth therein) (Page 77) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | 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: ( a ) Representations and Warranties. The representations and warranties of First Choice and First Choice Bank set forth in this Agreement shall be true and correct in all material respects at and as of the Closing Date (except as to any representation and warranty that specifically relates to an earlier date), except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” in which case such representations and warranties (as so written, including the term “material” or “Material” or “Material Adverse Effect”) shall be true and correct in all respects at and as of the Closing Date. Enterprise shall have received a certificate dated as of the Closing Date, signed on behalf of First Choice and First Choice Bank by an executive officer of First Choice or First Choice Bank, as applicable, 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 |
abridged | contract_54 | Section 6.03 Conditions to Obligations of Enterprise. <omitted> except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” (Page 86) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_55 | CONDITIONS TO THE OFFER <omitted> (disregarding for this purpose all “Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) (Page 65) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_58 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub <omitted> (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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_59 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub. <omitted> (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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_64 | Section 5.2 Additional Parent and Merger Sub Conditions.
<omitted>
(without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein) (Page 28) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_66 | Section 6.2 Conditions to Obligations of Parent, Merger Sub and Merger Sub II. The obligations of Parent, Merger Sub and Merger Sub II to effect the Mergers are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the First Effective Time of the following conditions:
(a) Representations and Warranties. <omitted> (iii) the other representations and warranties of the Company contained in Article III shall be true and correct, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, in each case as of the First Effective Time with the same effect as though made on and as of the First Effective Time (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except, in the case of this clause (iii), where the failure to be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 66-67) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_66 | Section 6.2 Conditions to Obligations of Parent, Merger Sub and Merger Sub II. <omitted>
(a) Representations and Warranties. <omitted> disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect (Pages 66-67) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_68 | Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted> (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) (Pages 102-103) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_67 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: (a) Representations and Warranties. <omitted>
(ii) Each of the representations and warranties made by the Company in this Agreement other than the Company Fundamental Representations (without giving effect to any references to any “Company Material Adverse Effect” or other “materiality” qualifications) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made as and on the Closing Date, in each case, (A) except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date, and (B) except where the failure to be so true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect. (Page 35) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_67 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. <omitted>
(without giving effect to any references to any “Company Material Adverse Effect” or other “materiality” qualifications) (Page 35) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_73 | Section 6. Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub The obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub to effect the Mergers and otherwise consummate the Contemplated Transactions are subject to the satisfaction (or waiver by Marvell, on behalf of itself, HoldCo, Bermuda Merger Sub and Delaware Merger Sub), at or prior to the Closing, of each of the following conditions:6.1 Accuracy of Representations. (a) Each of the representations and warranties of the Company contained in this Agreement, other than the Specified Representations, shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Material Adverse Effect on the Company; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. 85
(b) Each of the representations and warranties of the Company contained in Sections 2.20, 2.21, 2.23, 2.25 and 2.26 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (Pages 90-91) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_73 | Section 6. Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub <omitted> (a) Each of the representations and warranties of the Company contained in this Agreement, other than the Specified Representations, shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Material Adverse Effect on the Company; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. 85
(b) Each of the representations and warranties of the Company contained in Sections 2.20, 2.21, 2.23, 2.25 and 2.26 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (Pages 90-91) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_79 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted> (without regard to qualification or exceptions contained in such representations and warranties as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) (Page 68) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_80 | Section 6.2. Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Merger is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, on or prior to the Closing, of the following conditions:
<omitted> (iv) the other provisions of Article 3 shall be true and correct (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) as of the date of this Agreement and as of the Closing as though made as of the Closing (except that representations and warranties that expressly speak specifically as of the date of this Agreement or another date shall be true and correct as of such date), except where any failures of any such representations and warranties to be true and correct has not had or would not reasonably be expected to have, individually or in the aggregate with all (Page 33) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_80 | Section 6.2. Conditions to the Obligations of Parent and Merger Sub. <omitted>
(without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) (Page 33) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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); provided, however, that for purposes of determining the accuracy of the representations and warranties of the Company set forth in this Agreement for purposes of this Section 6.2(b)(iii), all qualifications in the representations and warranties based on a “Company Material Adverse Effect” and all materiality qualifications and other qualifications based on the word “material” or similar phrases (but not dollar thresholds) contained in such representations and warranties shall be disregarded. (Page 51) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_82 | Section 6.2 Additional Parent and Merger Subsidiary Conditions. <omitted> all qualifications in the representations and warranties based on a “Company Material Adverse Effect” and all materiality qualifications and other qualifications based on the word “material” or similar phrases <omitted> contained in such representations and warranties shall be disregarded. (Page 51) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_88 | Section 6.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by Parent) at or prior to the Closing of the following conditions: (a) Representations and Warranties. (i) Each representation and warranty in Article III (except for the representations and warranties in Section 3.1(a), Section 3.2(a), Section 3.2(b), the first sentence of Section 3.2(d), Section 3.3, Section 3.6(b) and Section 3.22) shall be accurate in all respects (read, for purposes of this Section 6.2(a)(i) only, without any qualification as to “material,” “in all material respects,” “Company Material Adverse Effect” or materiality (provided that dollar thresholds shall not be disregarded)) as of the date hereof and as of the Closing as if made as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all respects as of such date), except for any failure of such representations and warranties to be true and correct as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect (Page 31) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_88 | Section 6.2 Conditions to Obligations of Parent and Merger Sub. <omitted> (read, for purposes of this Section 6.2(a)(i) only, without any qualification as to “material,” “in all material respects,” “Company Material Adverse Effect” or materiality (provided that dollar thresholds shall not be disregarded)) (Page 31) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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>
(ii) the representations and warranties of the Company contained in Section 2.1(a) (first sentence only), Section 2.17, Section 2.18, Section 2.19(a)(i), Section 2.20, Section 2.22 and Section 2.23 shall have been true and accurate in all material respects at and as of the date hereof and shall be true and accurate in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time); provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; <omitted> (iv) the <omitted>
representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses “(i)” through “(iii)”) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as would not, individually or in the aggregate, constitute or reasonably be expected to constitute, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality and “Company Material Adverse Effect” qualifications set forth in such representations and warranties shall be disregarded. (Pages 65-66) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_90 | 5.2
Additional Conditions Precedent to Parent’s Obligations.
<omitted> provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; <omitted> provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality and “Company Material Adverse Effect” qualifications set forth in such representations and warranties shall be disregarded. (Pages 65-66) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_92 | (iv) except for the representation and warranties described in the foregoing clauses (i) through (iii), contained in Article III shall be true and correct in all respects (disregarding all materiality and “Company Material Adverse Effect” qualifiers contained therein), in each case at and as of the Closing as if made at and as of the Closing (except any such representations and warranties that by their terms speak specifically as of another specified time, in which case as of such time) (Page 81) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_92 | (iv) except for the representation and warranties described in the foregoing clauses (i) through (iii), contained in Article III shall be true and correct in all respects (disregarding all materiality and “Company Material Adverse Effect” qualifiers contained therein), in each case at and as of the Closing as if made at and as of the Closing (except any such representations and warranties that by their terms speak specifically as of another specified time, in which case as of such time (Page 81) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_85 | SECTION 7.2 Conditions to Parent’s and Merger Sub’s Obligation to Effect the Merger. <omitted>
(without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) (Page 61) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_86 | Section 6.02 Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of each of the following additional conditions: (a) Representations and Warranties. <omitted>
(iii) the representations and warranties set forth in Section 3.03 (Authority), Section 3.23 (Takeover Statutes), Section 3.24 (Vote Required) and Section 3.25 (Brokers), without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct in all material respects on and as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of a specific date, in which case as of such specific date), and (iv) any other representation and warranty of the Company contained in this Agreement, without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct in all respects as of the Effective Time as though made as of the Effective Time (except to the extent expressly made as of a specific date or expressly covering a specified period, in which case as of such specific date or such specified period), other than failures to be true and correct that, individually or in the aggregate, would not have a Company Material Adverse Effect. (Page 24) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_86 | Section 6.02 Conditions to Obligations of Parent and Sub. <omitted> (a) Representations and Warranties. <omitted>
(iii) <omitted> without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties <omitted> (iv) <omitted> without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties (Page 24) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_96 | Section 6.2 Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent to the extent permitted by applicable Law:
(a) Representations and Warranties. <omitted>
(ii) the representation and warranty of the Company set forth in Section 3.8(b) (Absence of Certain Changes or Events) shall be true and correct in all respects both when made and at and as of the Closing Date, as if made at and as of such time, (iii) the representations and warranties of the Company set forth in the third sentence of Section 3.1(a), in respect of the Company and the Company Insurance Subsidiaries, Section 3.1(c) in respect of the Company (Organization, Standing and Power; Subsidiaries), Section 3.3 (Authority), Section 3.22 (Brokers), Section 3.23 (Takeover Statutes) and Section 3.24 (Fairness Opinion) shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) (without giving effect to any qualification as to materiality, Company Material Adverse Effect or similar qualification set forth therein) and (iv) the representations and warranties of the Company set forth in ARTICLE III (other than those described in clauses (i), (ii) and (iii) above) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties described in this clause (iv) to be so true and correct (without giving effect to any qualification as to materiality, Company Material Adverse Effect or similar qualification set forth therein), individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect. (Page 63) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_96 | Section 6.2 Conditions to Obligations of Parent and Merger Sub.
<omitted>
(a) Representations and Warranties. <omitted>
(without giving effect to any qualification as to materiality, Company Material Adverse Effect or similar qualification set forth therein) <omitted> (without giving effect to any qualification as to materiality, Company Material Adverse Effect or similar qualification set forth therein), (Page 63) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | 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) <omitted> (ii) (A) the representations and warranties of the Company contained in Section 4.01 (Organization, Good Standing and Qualification), Section 4.03 (Authority, Approval), Section 4.04(b)(i) (No Conflict), Section 4.12 (No Shareholders Rights Plan; Takeover Statutes), Section 4.20 (Opinion of Financial Advisor) and Section 4.21 (Finders’ Fees) hereof, shall be true and correct in all material respects, and Section 4.02(a) (Capital Structure), which shall be true and correct except for such inaccuracies as are de minimis, (in each case without giving effect to any “materiality” qualifiers or qualifiers of similar import set forth therein) as of the date hereof and as of the Closing Date as though made on and as of such date and 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 shall be true and correct as of such earlier date) and (B) the other representations and warranties of the Company set forth in this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of such date and 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 shall be true and correct as of such earlier date); unless, in the case of this clause (B) only, the failure of such representations and warranties of the Company to be so true and correct has not had, and is not reasonably likely to have, a Material Adverse Effect; (Page 73) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_97 | Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. <omitted> (in each case without giving effect to any “materiality” qualifiers or qualifiers of similar import set forth therein) <omitted> (disregarding all materiality and Material Adverse Effect qualifications contained therein) (Page 73) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_95 | 7.2
Conditions to Obligations of the Tyler Entities
.
The obligations of the Tyler Entities to consummate the Merger shall
further be subject to the
satisfaction on or prior to the
Closing Date of each of the following conditions, any and all of
which may be waived in writing in whole or in part by Tyler, to the
extent permitted by applicable Law:
<omitted>
(iii) the other representations and warranties of NIC set forth in ARTICLE IV that are not listed in the immediately preceding subsections (i) and (ii) (without giving effect to any qualification as to materiality or NIC Material Adverse Effect contained therein) shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date), except, with respect to this subsection (iii), where any failures of any such representations and warranties to be true and correct (without giving effect to any qualification as to materiality or NIC Material Adverse Effect contained therein) have not had and would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect (Page 47) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_95 | 7.2
Conditions to Obligations of the Tyler Entities
.
<omitted>
(without giving effect to any qualification as to materiality or NIC Material Adverse Effect contained therein) (Page 47) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_100 | 7.2. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable Law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent:
(a) Representations and Warranties. (i) Other than the representations and warranties listed in Section 7.2(a)(ii), Section 7.2(a)(iii) and Section 7.2(a)(iv), the representations and warranties of the Company set forth in this Agreement will be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 85) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_100 | 7.2. Conditions to the Obligations of Parent and Merger Sub. <omitted>
(without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) (Page 85) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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: <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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_101 | Section 6.2. Conditions to Obligations of Parent and Merger Sub. <omitted> 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,” (Page 68) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_107 | Offer Conditions <omitted> (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”) (Page 94) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_109 | 7.2 Conditions to Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:
(a) Representations and Warranties. The representations and warranties of the Company set forth in Section 3.2(a) and Section 3.8(a) (in each case, after giving effect to the lead-in to Article III) shall be true and correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis), in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). The representations and warranties of the Company set forth in Section 3.1(a), Section 3.1(b) (but only with respect to Company Bank), Section 3.2(b) (but only with respect to Company Bank), Section 3.3(a) and Section 3.7 (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of Company set forth in this Agreement (read without giving effect to any qualification as to the materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such -60-
representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on the Company or the Surviving Entity. Parent shall have received a certificate dated as of the Closing Date and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company to the foregoing effect. (Pages 68-69) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_109 | 7.2 Conditions to Obligations of Parent and Merger Sub.
<omitted>
(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)
<omitted>
(read without giving effect to any qualification as to the materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III)
<omitted>
without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, (Pages 68-69) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_113 | CONDITIONS TO THE OFFER
<omitted>
2. <omitted>
(without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect”) (Page 81) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_117 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted> (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) (Pages 80-81) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_120 | 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (a) Representations and Warranties. (i) Other than the representations and warranties listed in clauses (ii), (iii) and (iv) in this Section 7.2(a), the representations and warranties of the Company set forth in Article III will be true and correct (without giving effect to any materiality, Company Material Adverse Effect or similar qualifications set forth therein) as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that would not have a Company Material Adverse Effect; <omitted> (iv) the representations and warranties set forth in Section 3.7(a), the first sentence of Section 3.7(b) and Section 3.7(c) will be true and correct as of the Closing Date (in each case (A) without giving effect to any Company Material Adverse Effect or other materiality qualifications; and (B) except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failure to be so true and correct would not reasonably be expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates, individually or in the aggregate, that is more than $50,000,000. (Pages 94-95) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_120 | 7.2 Conditions to the Obligations of Parent and Merger Sub. <omitted> (i) <omitted> (without giving effect to any materiality, Company Material Adverse Effect or similar qualifications set forth therein) <omitted> (iv) <omitted> without giving effect to any Company Material Adverse Effect or other materiality qualifications (Pages 94-95) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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: (a) Accuracy of Representations <omitted> (ii) the representations and warranties of the Company contained in Section 2.1(a) (first sentence only), Section 2.3(f), Section 2.4, Section 2.5, Section 2.6(a)(i), Section 2.20 and Section 2.23 shall have been true and accurate in all material respects at and as of the date hereof and shall be true and accurate in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate in all material respects as of such particular date or period of time); provided, however, that, in the case of this clause (ii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date 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; 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. (Pages 70-71) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_122 | 5.2 Additional Conditions Precedent to Parent’s Obligations. <omitted> provided, however, that, in the case of this clause (ii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; <omitted> 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. (Pages 70-71) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_123 | CONDITIONS TO THE OFFER The obligation of Merger Sub to accept for purchase, 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. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Merger Sub shall not be required to accept for purchase 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 1.1(c)), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clause (e) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent: <omitted> (iii) the remaining sections of ARTICLE IV 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 date of the Agreement and as of the Offer Acceptance Time as if made of the Offer Acceptance Time (except to the extent any such representation or warranty 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, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect; (Page 110) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_123 | CONDITIONS TO THE OFFER <omitted> (without giving effect to any “materiality,” “Material Adverse Effect” or similar qualifiers contained in any such representations and warranties) (Page 110) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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: (a) Representations and Warranties. <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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_126 | Section 7.2. Conditions to Obligations of Parent. <omitted> (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) <omitted> (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) (Page 82) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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:
<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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_131 | 7.2 Conditions to Obligations of Huntington.
<omitted>
(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) <omitted> and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties (Page 74) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_133 | Section 7.2. Conditions to the Purchaser Parties’ Obligations to Effect the Merger.
<omitted>
(without giving effect to any limitation as to “materiality” or Company Material Adverse Effect) <omitted> (without giving effect to any limitation as to “materiality” or Company Material Adverse Effect set forth therein) (Page 69) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_134 | Conditions of the Offer <omitted> (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). (Page 45) | Each Covenant | 1 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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> (b) (i) the representations and warranties of the Company contained in the first sentence of Section 4.01 (Corporate Existence and Power), Section 4.02 (Corporate Authorization), Section 4.04(a) (Non-Contravention), Section 4.05(b) (Capitalization) Section 4.06(b) (Subsidiaries) (except for the first sentence thereof), Section 4.23 (Finders’ Fees) and Section 4.24 (Anti-Takeover Statutes) (except in the case of the first sentence of Section 4.01, disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all material 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), <omitted> and (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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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> (b) (i) <omittted> (except in the case of the first sentence of Section 4.01, disregarding all materiality and Company Material Adverse Effect qualifications contained therein) <omitted> (iii) <omitted> (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) (Page 31) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | 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) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
abridged | contract_144 | SECTION 7.02. Conditions to Obligations of Parent and Sub. <omitted> in each case determined without regard to qualifications as to materiality or Company Material Adverse Effect (Page 72) | All Covenants | 0 | Compliance with Target Covenant Closing Condition-Answer | <NONE> | Compliance with Covenant Closing Condition | 13 | Conditions to Closing |
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