Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) The representations and warranties of the Company and the Stockholders contained in Article II and Article III, respectively, shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders shall have been delivered to Group 1; (b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition; (c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 and 5.12 hereto. (d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition. (e) Since the date of this Agreement, no material adverse change in the business, operations or financial condition of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Group 1 Automotive Inc), Stock Purchase Agreement (Group 1 Automotive Inc)
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition Merger is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders contained in Article II III and Article IIIIV, respectively, shall be accurate true and correct in all respects as of the date when made and as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders shall have been delivered to Group 1, and a copy of the resolutions of each Company's Board of Directors, certified by the Secretary of the Company as of the Closing Date, approving the terms of this Agreement and all transactions contemplated hereby shall have been delivered to Group 1;
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agencyGovernmental Authority and of any automobile manufacturer, that reasonably may be deemed necessary so that the consummation of the Acquisition Merger and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;
(c) Satisfaction or waiver of the conditions set forth in Article VIII of each of the Other Agreements and the simultaneous closing of each of the Other Mergers;
(d) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 6.10 and 5.12 6.11 hereto.;
(de) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition.Merger;
(ef) Since the date of this Agreement, no material adverse change in the business, condition (financial or otherwise), assets, operations or financial condition prospects of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, Company and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect;
(g) Receipt by Group 1, at Stockholders' expense, of a Policy of Title Insurance, issued by a title company, approved by Group 1, subject only to the exceptions described in Schedule 8.2(g) ("Permitted Title Exceptions");
(h) Receipt by Group 1, at Stockholders' expense, of a current survey of the Leased Properties showing the location of any improvements, prepared by a licensed surveyor approved by Group 1;
(i) Closing of the purchase by Group 1 of the Premier Auto Finance, L.P., limited partnership interest from J. Cxxxxxx Enterprises, Inc.;
(j) Execution of employment agreements pursuant to Section 6.15; and
(k) Execution of the lease agreement pursuant to Section 6.14.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Group 1 Automotive Inc), Agreement and Plan of Reorganization (Group 1 Automotive Inc)
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders contained in Article II and Article III, respectively, shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders shall have been delivered to Group 1;
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 and 5.12 hereto.
(d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the AcquisitionAcquisition other than the Selling Stockholder IPO Shares.
(e) Since the date of this Agreement, no material adverse change in the business, operations or financial condition of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect.
Appears in 1 contract
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders contained in Article II and Article III, respectively, shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders shall have been delivered to Group 1;of
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 and 5.12 hereto.
(d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the AcquisitionAcquisition other than the Selling Stockholder IPO Shares.
(e) Since the date of this Agreement, no material adverse change in the business, operations or financial condition of the Company and its subsidiaries, taken as a whole, shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the CompanyCompany and its subsidiaries, taken as a whole, and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect.
Appears in 1 contract
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition Merger is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders contained in Article II III and Article IIIIV, respectively, shall be accurate true and correct in all respects as of the date when made and as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders shall have been delivered to Group 1, and a copy of the resolutions of each Company's Board of Directors, certified by the Secretary of the Company as of the Closing Date, approving the terms of this Agreement and all transactions contemplated hereby shall have been delivered to Group 1;
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agencyGovernmental Authority and of any automobile manufacturer, that reasonably may be deemed necessary so that the consummation of the Acquisition Merger and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;
(c) Satisfaction or waiver of the conditions set forth in Article VIII of each of the Other Agreements and the simultaneous closing of each of the Other Mergers;
(d) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 6.10 and 5.12 6.11 hereto.;
(de) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition.Merger;
(ef) Since the date of this Agreement, no material adverse change in the business, condition (financial or otherwise), assets, operations or financial condition prospects of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, Company and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect;
(g) Receipt by Group 1, at Stockholders' expense, of a Policy of Title Insurance, issued by a title company, approved by Group 1, subject only to the exceptions described in Schedule 8.2(g) ("Permitted Title Exceptions");
(h) Receipt by Group 1, at Stockholders' expense, of a current survey of the Leased Properties showing the location of any improvements, prepared by a licensed surveyor approved by Group 1;
(i) Closing of the purchase by Group 1 of the Premier Auto Finance, L.P., limited partnership interest from J. Cxxxxxx Enterprises, Inc.;
(j) Execution of employment agreements pursuant to Section 6.15; and
(k) Execution of the lease agreements pursuant to Section 6.14.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Group 1 Automotive Inc)
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders contained in Article II and Article III, respectively, shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders shall have been delivered to Group 1;
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;,
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 and 5.12 hereto, except as contemplated by Section 5.11(b).
(d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition.
(e) Since the date of this Agreement, no material adverse change in the business, operations or financial condition of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect.
Appears in 1 contract
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders contained in Article II and Article III, respectively, shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders shall have been delivered to Group 1;
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 and 5.12 hereto, except as permitted under Section 5.12 hereto.
(d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition.
(e) Since the date of this Agreement, no material adverse change in the business, operations or financial condition of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect.received
Appears in 1 contract
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders Owners contained in Article II III and Article IIIIV, respectively, shall be accurate true and correct in all respects as of the date when made and as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders Owners on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders Owners shall have been delivered to Group 1;.
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agencyGovernmental Authority and of any automobile manufacturer, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;.
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 6.10 and 5.12 6.11 hereto.
(d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition.
(e) Since the date of this Agreement, no material adverse change in the business, condition (financial or otherwise), assets, operations or financial condition prospects of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, Company and Group 1 shall have received a certificate signed by the chief executive officer of the Company and the Owners dated the Closing Date to such effect.
(e) Receipt by Group 1 of an employment agreement executed by Thomxx Xxxx Xxxxxxx, Xx., xx form and substance substantially similar to Exhibit B hereto;
(f) Satisfaction or waiver of the conditions set forth in Article VIII of each of the Other Agreements.
(g) Receipt by Group 1 of consulting agreements executed by each of Thomxx Xxxx Xxxxxxx, Xx. xxx Clarxxxx X. Xxxxxxxxx xx form and substance substantially similar to Exhibit C hereto.
(i) Group 1 shall have received, at Group 1's expense, a current survey of the Owned Properties showing the location of any improvements, prepared by a licensed surveyor approved by Group 1.
(j) Receipt by Group 1 of the consent of Chrysler Realty Corporation, as lessor to the Company, under that certain Dealer Lease Agreement dated August 19, 1993, to this Agreement and the transactions contemplated hereby; and
Appears in 1 contract
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders Stockholder contained in Article II III and Article IIIIV, respectively, shall be accurate true and correct in all respects as of the date when made and as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders Stockholder on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders Stockholder shall have been delivered to Group 1;.
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;Governmental
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 6.6 and 5.12 6.7 hereto.
(d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition.
(e) Since the date of this Agreement, no material adverse change in the business, condition (financial or otherwise), assets, operations or financial condition prospects of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, Company and Group 1 shall have received a certificate signed by the chief executive officer of the Company Stockholder dated the Closing Date to such effect.
Appears in 1 contract
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders Owners contained in Article II III and Article IIIIV, respectively, shall be accurate true and correct in all respects as of the date when made and as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders Owners on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders Owners shall have been delivered to Group 1;.
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agencyGovernmental Authority and of any automobile manufacturer, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;.
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 6.10 and 5.12 6.11 hereto.
(d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition.
(e) Since the date of this Agreement, no material adverse change in the business, condition (financial or otherwise), assets, operations or financial condition prospects of the Company shall have
(e) Receipt by Group 1 of an employment agreement executed by Thomxx Xxxx Xxxxxxx, Xx., xx form and substance substantially similar to Exhibit B hereto;
(f) Satisfaction or waiver of the conditions set forth in Article VIII of each of the Other Agreements.
(g) Receipt by Group 1 of consulting agreements executed by each of Thomxx Xxxx Xxxxxxx, Xx. xxx Clarxxxx X. Xxxxxxxxx xx form and substance substantially similar to Exhibit C hereto.
(h) Kellmax Investments Partnership shall have occurred, and conveyed the Leased Properties to the Company shall not have suffered any damage, destruction or loss pursuant to the Earnxxx Xxxey Contract attached hereto as Exhibit D.
(whether or not covered by insurancei) materially adversely affecting the properties or business of the Company, and Group 1 shall have received received, at the Owners' expense, a certificate signed Policy of Title Insurance issued by a title company approved by Group 1 with respect to the chief executive officer of Leased Property to be conveyed to the Company dated by Kellmax Investments Partnership, subject only to the Closing Date to such effectexceptions described in Schedule 3.16(a).
Appears in 1 contract
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders Owners contained in Article II III and Article IIIIV, respectively, shall be accurate true and correct in all respects as of the date when made and as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders Owners on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders Owners shall have been delivered to Group 1;.
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agencyGovernmental Authority and of any automobile manufacturer, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;.
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 6.10 and 5.12 6.11 hereto.
(d) Group 1 shall have received executed representations from each Stockholder Owner stating that such Stockholder Owner (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition, except in compliance with Rule 144.
(e) Since the date of this Agreement, no material adverse change in the business, operations or financial condition of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect.
Appears in 1 contract
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders contained in Article II and Article III, respectively, shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders shall have been delivered to Group 1;
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;,
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 and 5.12 hereto, except as contemplated by Section 5.11(b).
(d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition.
(e) Since the date of this Agreement, no material adverse change in the business, operations or financial condition of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect.
Appears in 1 contract
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders contained in Article II and Article III, respectively, shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders shall have been delivered to Group 1;
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;,
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 and 5.12 heretohereto except as contemplated by Section 5.11(b).
(d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition.
(e) Since the date of this Agreement, no material adverse change in the business, operations or financial condition of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect.
Appears in 1 contract
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders contained in Article II and Article III, respectively, shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders shall have been delivered to Group 1;
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 and 5.12 hereto, except as permitted under Section 5.12 hereto.
(d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the Acquisition.
(e) Since the date of this Agreement, no material adverse change in the business, operations or financial condition of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect.not
Appears in 1 contract
Additional Conditions Precedent to Obligations of Group 1. The obligation of Group 1 to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Stockholders contained in Article II and Article III, respectively, shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date; all of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company and the Stockholders on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of the Company and each of the Stockholders shall have been delivered to Group 1;
(b) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole, after consummation of the Acquisition;
(c) Group 1 shall have received evidence, satisfactory to Group 1, that all Related Party Agreements required to be terminated shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 5.11 and 5.12 hereto.Related
(d) Group 1 shall have received executed representations from each Stockholder stating that such Stockholder (with respect to shares owned beneficially or of record by him or her) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him or her in the AcquisitionAcquisition other than the Selling Stockholder IPO Shares.
(e) Since the date of this Agreement, no material adverse change in the business, operations or financial condition of the Company shall have occurred, and the Company shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, and Group 1 shall have received a certificate signed by the chief executive officer of the Company dated the Closing Date to such effect.
Appears in 1 contract
