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abridged | contract_103 | (a) Merger Consideration. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be automatically converted, in accordance with the procedures set forth in this Agreement, into the right to receive an amount equal to $50.30 per Company Share in cash, without in... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_104 | (c) Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than Excluded Shares and Appraisal Shares) shall be converted into the right to receive an amount in cash equal to $47.50, without interest and less any applicable withholding Taxes (the “Merger Consideration”). As ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_104 | Each issued and outstanding share of Company Common Stock <omitted> shall be converted into the right to receive an amount in cash equal to $47.50, without interest and less any applicable withholding Taxes (the “Merger Consideration”). (Page 11) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_105 | (b) Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Dissenting Shares and Subsidiary-Held Shares) will be cancelled and converted into the right to receive: (i) from Parent, 0.4125 of one P... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_105 | Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time <omitted> will be <omitted> converted into the right to receive: (i) from Parent, 0.4125 of one Parent Ordinary Share (the “Share Consideration” and such ratio, the “Exchange Ratio”); (ii) from US Holdco and the Surviving ... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_112 | (a) Subject to Section 3.02 and except as otherwise provided by paragraph (b) of this Section 3.01, each share of Premier Financial Common Stock (other than Treasury Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive without interest... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_112 | each share of Premier Financial Common Stock <omitted> issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive without interest a number of Peoples Common Shares equal to the Exchange Ratio (the “Merger Consideration”); (Page 14) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_117 | (b) Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares, any Converted Shares, and Company Restricted Stock Awards, which shall be treated as set forth in S... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_117 | (b) Capital Stock of the Company. (i) <omitted> each share of Company Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive from Parent that number of fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the ... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_126 | (i) Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any Dissenting Shares, Cancelled Shares or shares covered by Company Restricted Share Awards) shall be converted into (A) 0.0776 (the “Exchange Ratio”) fully paid and nonassessable shares of Parent Co... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_126 | (i) Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time <omitted> shall be converted into (A) 0.0776 (the “Exchange Ratio”) fully paid and nonassessable shares of Parent Common Stock <omitted> (the “Stock Consideration”), and (B) the right to receive $26.79 in cash, w... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_133 | (a) At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Cancelled Shares, and (ii) Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof or the Company or the Purchaser Parties, be converted... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_133 | (a) At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall <omitted> be converted into the right to receive $4.80 in cash, without any interest thereon (the “Merger Consideration”). (Page 19) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_134 | WHEREAS, pursuant to this Agreement, Merger Subsidiary has agreed to commence, and Parent has agreed to cause Merger Subsidiary to commence, a tender offer (as it may be extended and amended from time to time pursuant to this Agreement, the “Offer”) to purchase any (subject to the Minimum Tender Condition) and all of t... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_134 | WHEREAS, pursuant to this Agreement, Merger Subsidiary has agreed to commence <omitted> a tender offer <omitted> to purchase any (subject to the Minimum Tender Condition) and all of the shares of common stock, <omitted> issued and outstanding, at a price per share of $22.00 (the “Offer Price”), net to the holder of suc... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_138 | (a) Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $17.25 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such sh... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_138 | each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $17.25 in cash, without interest (the “Merger Consideration”). (Page 9) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_144 | (c) Conversion of Company Common Stock. (i) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub, subject to Sections 2.01(b), 2.01(d) and 2.02(e), each issued share of ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_144 | (c) Conversion of Company Common Stock. (i) At the Effective Time <omitted> each issued share of Company Common Stock shall be converted into the right to receive $51.35 in cash (the “Merger Consideration”). (Page 11) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_147 | (i) each share of Company Common Stock (including each share of Company Common Stock described in Section 2.8(b)) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock directly owned and held by Parent or Merger Sub (each such share of Company Common Stock, ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_147 | (i) each share of Company Common Stock <omitted> issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive $25.00 in cash, without interest (the “Merger Consideration”) (Page 17) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_148 | (a) Treatment of Company Common Shares. At the Effective Time, as a result of the Merger and without any action on the part of the Parties or any holder of any shares of capital stock of Parent or the Company, each common share of beneficial interest, par value $0.03 per share, of the Company (the “Company Co... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_148 | each common share of beneficial interest, par value $0.03 per share, of the Company (the “Company Common Shares”) issued and outstanding immediately prior to the Effective Time <omitted> shall be automatically converted into the right to receive the following consideration on a per share basis, without interest: (i) $2... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_150 | 1.5 Conversion of Securities. Subject to the terms and conditions of this Agreement, at the Effective Time, automatically, by virtue of the Merger and without any further action on the part of Parent, Acquisition Sub, the Company or any stockholder of the Company: (a) all shares of Company Common Stock that are held in... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_150 | each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, without interest, a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio (the per share consideration payab... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_86 | Section 6.02 Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of each of the following additional conditions:
(a) Representations and Warranties . <omit... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_47 | 3.1 Representations and Warranties of the Company. <omitted> (a) Organization, Good Standing and Qualification. <omitted>
(b) Capital Structure. <omitted>
(c) Corporate Authority; Approval and Fairness. <omitted> This Agreement has been duly executed and delivered by the Company and, assumingthis Agreement constitu... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_26 | 3.1 Organization and Qualification. <omitted>
3.2 Authority; Approvals and Enforceability. <omitted>
3.3 Required Filings and Consents; Non-Contravention. <omitted>
3.5 Company Capitalization. <omitted>
3.10 Subsequent Changes. <omitted> (b) there has not occurred (i) any Company Material Adverse Effect ... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_118 | Section 6.1Conditions to Each Party’s Obligations to Effect the Mergers. <omitted> (a) Representations and Warranties. (i) Except for the representations and warranties referred to in clauses (ii) or (iii) below, each of the representations and warranties of the Company and the Partnership contained in this A... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_119 | Section 4.01. Corporate Existence and Power. <omitted>
Section 4.02. Corporate Authorization. <omitted> This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganizat... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_32 | CONDITIONS TO THE OFFER
The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (g) below. Accordingly, notwithstanding any other provision of the Offer or ... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_65 | Section 5.02 Corporate Authorization; Stockholder Support. <omitted> The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding obligation of the Company enforceabl... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_101 | Section 6.2. Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction (or waiver in writing by Parent, if permissible under applicable Law) at or prior to the Effective Time of each of the following conditions:(a) R... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_55 | CONDITIONS TO THE OFFER The capitalized terms used in this Annex I shall have the meanings set forth in the Agreement and Plan of Merger to which this Annex I is attached (the “Agreement”) unless specifically defined in this Annex I. The obligation of Purchaser to accept for payment and pay for Shares validly tendered ... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_12 | Conditions to the Offer
Notwithstanding any other provision of the Agreement or the Offer and in addition to (and not in limitation of) Merger Sub’s right to
extend and amend the Offer pursuant to the provisions of the Agreement, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub ... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_1 | Section 4.1. Organization and Corporate Power. <omitted>
Section 4.2. Authorization; Valid and Binding Agreement. <omitted> The Company Board has, at a meeting duly called and held, unanimously (a) determined that this Agreement and the Contemplated Transactions are fair to, and in the best interests ... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_103 | SECTION 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or waiver by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. (i) The repre... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_71 | Section 4.1 Organization, Standing and Power. <omitted>
(d) On or prior to the date hereof, the Company Board has unanimously <omitted> (iv) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained in this Agreement and the consummati... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_92 | Section 8.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by applicable Law, by Pare... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_100 | 7.2. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable Law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusiv... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_36 | Section 7.2 Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger. The obligations of Parent and AcquisitionSub to effect the Merger are, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (to the extent notprohibited by Law) waiver by Parent at or prio... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_114 | Section 2.2
Conditions to Closing.
<omitted>
(b) Additional Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is further subject to the satisfaction (or waiver by Parent and Merger Sub) of the following conditions: <omitted> (ii) Other than the re... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_83 | Section 4.01. Corporate Existence and Power. <omitted>
Section 4.02. Corporate Authorization. <omitted> The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Co... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_141 | Section 6.3 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment of the following conditions: (a) (i) the representations and warranties of the Company (other than Sections 3.2(a), 3... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_111 | CONDITIONS TO THE OFFER
<omitted>
(c) (i) other than the representations and warranties listed in clauses (d)(ii) and (d)(iii) in this ANNEX I, the representations and warranties of the Company Parties set forth in the Agreement will be true and correct (without giving effect to any materiality or Company Material Ad... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_99 | 4.1 Organization and Qualification; Subsidiaries. <omitted>
4.2 Capitalization. <omitted>
4.3 Authority. <omitted> The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, f... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_104 | SECTION 7.02.
Conditions to Obligations of Parent and Merger Sub.
The obligations of Parent and Merger Sub to effect the
Merger are further subject to the satisfaction (or waiver by
Parent and Merger Sub) on or prior to the Closing Date of the following conditions:
<omitted>
(a) Representations and Warranties of the ... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_29 | Section 3.1 Organization. <omitted>
Section 3.2 Capital Stock. <omitted>
Section 3.3 Corporate Authority Relative to This Agreement; Consents and Approvals; No Violation. <omitted> The Company Board has unanimously (i) declared advisable and approved this Agreement and the Merger, (i... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_69 | 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. (i) The representations ... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_91 | 3.1 Organization <omitted>
3.2 Corporate Power; Enforceability. <omitted>
3.3 Company Board Approval; Fairness Opinion; Anti-Takeover Laws. <omitted>
3.4 Requisite Stockholder Approval. <omitted>
3.7 Company Capitalization. <omitted>
3.12 Absence of Certain Changes. (a) No Company Material Adver... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_120 | 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusive... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_125 | Section 4.1 Corporate Existence and Power.
Section 4.2 Corporate Authorization. (a)The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions are within the Company’s corporate powers and, except for the required approval of the Company’s stockholde... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_0 | 2.1. Organization. Standing and Power: Subsidiaries. <omitted>
2.2. Capital Structure. <omitted>
2.3. Authority: Non-contravention. <omitted> This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by each of the other parties hereto, constitut... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_89 | SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Closing of each of the following conditions: (a) Representations and Warranties... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_56 | 7.2 Conditions to Obligations of NYCB and Merger Sub. The obligation of NYCB and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by NYCB, at or prior to the Effective Time, of the following conditions:
(a) Representations and Warranties. <omitted> All other representations and warrantie... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_15 | 8.2. Conditions to Obligations of WSFS. The obligation of WSFS to consummate the Mergers is subject to the satisfaction at or prior to the Effective Time of the following conditions, unless waived by WSFS pursuant to Section 10.6:
(a) Representations and Warranties . <omitted>. The representation... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_144 | SECTION 7.02. Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the following conditions:(a) Representations and Warranties. <omitted> (ii) each of the other representations and warranties (excluding those representations and warrant... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_53 | Conditions to Obligations of Parent and Merger Sub . The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or written waiver by Parent (to the extent permitted by applicable Law)) at or prior to the Effective Time of the following conditions: (d) Representations a... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_140 | Section 6.3 Conditions to Obligations of Realty Income. The obligation of Realty Income to effect the Merger is subject to the satisfaction of the following conditions unless waived by Realty Income in writing: (a) Representations and Warranties . <omitted>
(iii) the other representations and warranties of VEREIT set ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_116 | Section 4.1 Organization, General Authority and Standing. <omitted>
Section 4.2 Capital Structure. <omitted>
Section 4.5 No Conflicts; Consents. <omitted> Section 4.8 Absence of Certain Changes or Events. (a) <omitted> Section 4.19 Brokers and Other Advisors. <omitted> Section 4.22 Takeover Laws. Secti... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_124 | 4.1 Organization, Standing, and Power. <omitted>
4.2 Authority of SB; No Breach By Agreement. <omitted>
The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_67 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions:... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_14 | 7.2 Conditions to Obligations of SVB Financial. The obligation of SVB Financial to effect the Merger is also subject to the satisfaction, or waiver by SVB Financial, at or prior to the Effective Time, of the following conditions: (a) Representations and Warranties. The representations and warranties of B... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_10 | Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Closing are subject to the satisfaction (or waiver in writing by Parent, to the extent permitted by applicable Law) prior to the Closing of each of the following conditions:
(a) Representations a... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_135 | Section 3.3 Authority. <omitted> This Agreement has been duly executed and delivered by the Company and(assuming the due authorization, execution and delivery by the counterparties hereto) constitutes the valid and binding obligation of the Company,enforceable against the Company in accordance w... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_60 | 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Closing of the following additional conditions: <omitted> (a) Representations and Warranties. <omitted> (iv) the other represe... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_39 | Section 3.3 Authorization; Enforceability <omitted> The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board. <omitted> The execution, delivery and performance of this Agreement by the Com... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_34 | Section 7.2 Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to effect the Merger is further subject to the satisfaction, or waiver by the Parent Parties to the extent permitted by applicable Law, at or prior to the Effective Time of the following conditions:
(a) Representations ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_78 | Section 4.1. Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of organization, (ii) has all requisite corporate ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_19 | Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub. The obligations of Parent, US Holdco and Crystal Merger Sub to effect the Mergers are also subject to the satisfaction or waiver (in writing) by Parent on or prior to the Closing Date of each of the following ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_23 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted>
(b)
<omitted>
(iv) the other represe... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_136 | Section 3.1 Due Organization; Subsidiaries, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; <omitted> (b) The Co... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_145 | Section 6.2 Additional Conditions to Central’s and Merger Sub’s Obligations. The respective obligations of Central and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by Law, the waiver by Central and Merger Sub on or prior to the Effective Time of each of the followin... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_41 | Section 6.02 Additional Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are also subject to the satisfaction (or to the extent permitted by applicable Law, waiver by Parent) at or prior to the Closing of each of the following additional conditions: (a) Repr... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_77 | Section 3.2 Capitalization. <omitted> (d) <omitted> KTYB owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the KTYB Subsidiaries, <omitted>
Section 3.3 Authority; No Violation. <omitted> The execution and delivery of this Agreement ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_121 | Section 4.4 Authority. <omitted> This Agreement has been duly executed and delivered by Company, and assuming due and validauthorization, execution and delivery by Parent and Merger Sub, constitutes a legally valid and binding obligation of Company enforceable againstCompany in accordance... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_42 | Section 4.02 Corporate Authorization. <omitted> This Agreement hasbeen duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes avalid and binding agreement of the Company enforceable against the Company in accordance with its terms, e... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | 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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_57 | CONDITIONS TO THE OFFER <omitted>
(b) (i) the representations and warranties of the Company set forth in Section 4.4(a) and the first sentence of Section 4.4(c) (Capitalization, Etc.) of the Agreement shall have been true and accurate in all respects except for any immaterial inaccuracies, in each case,... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_112 | 7.03 Conditions to Obligation of Peoples. The obligation of Peoples to consummate the Merger is also subject to the fulfillment or writtenwaiver by Peoples prior to the Effective Time of each of the following conditions:
(a) Representations and Warranties . The representations and warranties of Premier Financial set fo... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_63 | Conditions to the Offer
Notwithstanding
any other provision of the Agreement or the Offer and in addition to (and not in limitation of) Merger Sub’s
right to extend and amend
the Offer pursuant to the provisions of the Agreement, Merger Sub shall not be required to (and Parent shall
not be required to cause Merger S... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_105 | Section 9.02
Conditions to Obligations of Parent, US Holdco and Merger Sub.
The obligations of Parent, US Holdco and Merger Sub to effect the
Merger are also subject to the satisfaction or waiver (where
permissible pursuant to applicable Law) by Parent, US Holdco and
Merger Sub on or prior to the Effectiv... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_35 | Section 6.2 Conditions to Obligations of Parent and Merger Subs. The obligations of Parent and Merger Subs to consummate the Closing are subject to the satisfaction (or waiver by Parent) prior to the Closing of the following conditions: (a) Representations and Warranties. (i) Each representation and warranty in Article... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_94 | Section 2.1 Due Organization and Good Standing; Subsidiaries. <omitted>
Section 2.3 Capitalization. <omitted>
Section 2.4 Authority; Binding Nature of Agreement. <omitted> Assuming the accuracy of Parent’s and Acquisition Subs’ representations and warranties set forth in Section 3.17 hereof, on or prior to the date he... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_50 | 8.2 Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2. The obligations of Parent, MergerCo 1 and MergerCo 2 to effect the Mergers are further subject to the satisfaction (or written waiver, if permissible under applicable Law), by the Parent (on behalf of the Parent, MergerCo 1and Merge... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_44 | 9.2. Conditions to the Obligations of Bridge Bancorp under this Agreement. The obligations of Bridge Bancorp under this Agreement shall be further subject to the satisfaction of the following conditions at or prior to the Closing Date: 9.2.1.Representations and Warranties. <omitted> All other representations and warran... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_31 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_133 | Section 7.2. Conditions to the Purchaser Parties’ Obligations to Effect the Merger. The obligations of the Purchaser Parties to effect the Merger are subject to the satisfaction (or waiver by the Purchaser Parties) of the following conditions:
<omitted>
(ii) all other representations and warranties of the Company set f... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_117 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_74 | Section 2.1 Corporate Organization. <omitted>
Section 2.2 Capitalization. <omitted> (d) Section 2.2(d) of the Company Disclosure Schedule lists all of the Subsidiaries of the Company and, for each such Subsidiary, its state of formation or incorporation, form of organization, each jurisdiction in which such Subs... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_87 | ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET The obligations of Nicolet to consummate the Contemplated Transactions and to take the other actions required to be taken by Nicolet at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_79 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to t... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_61 | 3.1 Organization, Standing and Power. <omitted>
3.2 Capitalization. <omitted>
3.4 Authority; No Conflict; Required Filings and Consents. <omitted>
(a) <omitted> The Company Board, at a meeting duly called and held, by the unanimous vote of all directors, duly adopted resolutions (i) determining and declaring that it is... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_81 | Section 2.1 Due Organization; Subsidiaries. <omitted>
Section 2.2 Authority; Binding Nature of Agreement. <omitted> (b) The Lambda Board has unanimously (i) determined that this Agreement, the Integrated Mergers and the other transactions contemplated by this Agreement are in the best interests of, and are advisable t... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | 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 Art... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_25 | SECTION 4.01. Organization, Standing and Power. <omitted>
SECTION 4.03. Capital Structure. <omitted>
SECTION 4.04. Authority; Execution and Delivery; Enforceability. (a) <omitted> The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_45 | Section 8.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent): (a) Re... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_76 | Section 3.1 Qualification, Organization, Subsidiaries. <omitted> Section 3.2 Capitalization. <omitted> Section 3.3 Corporate Authority Relative to This Agreement; Consents and Approvals; No Violation. <omitted> This Agreement has been duly and validly executed and delivered by the Company and, assuming this Ag... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_30 | 6.02 Standard. No representation or warranty of CBTC <omitted> contained in Section 6.03 <omitted> shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance o... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_129 | 3.1 Corporate Organization. <omitted>
3.2 Capitalization. <omitted> (b) Sterling owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the Sterling Subsidiaries <omitted>
3.3 Authority; No Violation. <omitted> The execution and delivery ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
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