Additional Conditions Precedent to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by the Company, at or prior to the Closing, of each of the following conditions:
Additional Conditions Precedent to Obligations of the Company. The obligation of the Company to complete the Arrangement shall be subject to the satisfaction, or waiver by the Company in writing, on or before the Closing Date, of each of the following conditions, each of which is for the exclusive benefit of the Company and which may be waived by the Company at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Company may have:
(a) Parent and the other Parent Parties shall have complied in all material respects with their respective obligations, covenants and agreements required to be performed by them under this Agreement to be performed and complied with on or before the Closing Date;
(b) the Parent Shareholder Consent shall have been delivered to Parent and the Company in accordance with the Parent Shareholder Voting Agreement;
(c) (i) the representations and warranties of Parent and Holdings contained in Section 4.3(a) (Capital Structure of Parent) and Section 5.3 (Capital Structure) shall, in all but de minimis respects, be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date); (ii) the representations and warranties of Parent and Holdings contained in Section 4.4 (Authority; Recommendation), Section 4.24 (Voting Requirements), Section 4.25 (Takeover Statutes), Section 5.1(b) (Power and Authority), Section 5.1(c) (Power and Authority) and Section 5.2 shall, in all material respects, be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date); (iii) the representation and warranty of Parent contained in Section 4.8(a) (Absence of Certain Changes or Events) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date); and (iv) except to the extent that any such representation and warranty expressly speaks as ...
Additional Conditions Precedent to Obligations of the Company. The obligations of the Company to consummate the Exchange and the Simultaneous Transactions are also subject to the fulfillment (or waiver in writing by the Company) at or prior to the Closing Date of the following conditions:
Additional Conditions Precedent to Obligations of the Company. The obligation of the Company to effect the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each and every of the following conditions (each of which may be waived by the Company in writing in its sole discretion):
Additional Conditions Precedent to Obligations of the Company. The obligation of the Company to effect the Merger is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of Regent contained in this Agreement shall be true and correct in all respects as of the date when made and in all material respects as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date, all the terms, covenants and conditions of this Agreement to be complied with and performed by Regent 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 a senior corporate officer of Regent shall have been delivered to the Company and a copy of the resolutions of Regent's Board of Directors, certified by its Secretary as of the Closing date, approving the terms of this Agreement and all transactions contemplated hereby shall be delivered to the Company;
(b) The Company shall have accepted and approved the completed Schedules and shall have been satisfied, in its sole discretion, with the results of its legal, financial, accounting and business due diligence;
(c) Since the date of this Agreement, no material adverse change in the business, condition (financial or otherwise), assets, operations or prospects of Regent and its subsidiaries, taken as a whole, shall have occurred, and Regent shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of Regent and its subsidiaries, taken as a whole, and the Company shall have received a certificate signed by the Chief Executive Officer of Regent dated the Closing Date to such effect;
(d) Regent shall be listed on the Principal Market and shall not have received any notice of delisting as of the Closing Date;
(e) Regent has organized Merger Sub, as a Delaware corporation, which is organized in a manner that will permit it to merge with and into the Company pursuant to the terms of this Agreement.
(f) At Closing, Regent shall have no more than 6,000,000 shares of common stock issued and outstanding on a fully-diluted basis, excluding shares of common stock issuable: (i) upon conversion of the issued and outstanding shares of Regent's Series B and Series C Preferred stock; and (ii) upon exercise of Regent's issued and outstanding warrants to purchase an aggregate of 82...
Additional Conditions Precedent to Obligations of the Company. The obligation of the Company to effect the Merger is subject to the satisfaction or waiver (to the extent permitted by applicable Law) at or prior to the Closing of the following conditions:
Additional Conditions Precedent to Obligations of the Company. The obligations of the Company to deliver the Exchange Consideration for the Holder’s in exchange for the Shares on the date of the Closing is subject to the satisfaction, or the waiver by the Company, on or before the date of the Closing of the conditions set forth below. If on the date of the Closing any of the conditions specified in this Section 6.3 shall not have been fulfilled, the Company shall, at its election, be relieved of all of its obligations under this Agreement.
(a) Each representation and warranty contained in Section 4 hereof shall be true, correct and complete in all material respects on and as of the date of the Closing.
(b) The Holder shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the Closing.
(c) The Company shall have entered into exchange agreements with Preferred Holders holding at least 80% of the Series B Preferred Stock have executed and delivered an exchange agreement to the Company providing for the exchange of all of their shares of Series B Preferred Stock for Royale Common Stock and Royale Senior Notes on substantially the same terms as this Agreement.
