Additional Conditions to Obligations of the Buyer and the Transitory Subsidiary. The obligations of the Buyer and the Transitory Subsidiary to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Buyer and the Transitory Subsidiary:
Additional Conditions to Obligations. The obligations of the Seller and the Purchaser to consummate and effect the purchase and sale of the Offered Partnership Interest pursuant to this Agreement shall be subject to satisfaction of the following additional conditions, unless waived by the Seller and the Purchaser: (a) any applicable waiting periods under the Competition Acts shall have expired; (b) no injunction or temporary restraining order shall have been granted restraining or prohibiting the consummation of the transactions contemplated by this Agreement; (c) no action, suit or other proceeding instituted by any Governmental Authority seeking such injunction or temporary restraining order shall be pending or threatened; and (d) no action, suit or other proceeding instituted by any Third Party to restrain, prohibit or otherwise challenge the consummation of the transactions contemplated by this Agreement shall be pending or threatened. The conditions to the Purchaser's obligations, and the closing deliveries to be made to the Purchaser under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Bayer CropScience LP's obligations, and the closing deliveries to be made to Bayer CropScience LP, in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Purchase Agreement. The conditions to the Seller's obligations and the closing deliveries to be made to the Seller under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Crompton Corporation's, Uniroyal Chemical Company, Inc.'s and GT Seed Treatment, Inc.'s obligations and the closing deliveries to be made to Crompton Corporation, Uniroyal Chemical Company, Inc. and GT Seed Treatment, Inc. in the Xxxxxxxxx LLC Purchase Agreement have been met and made in accordance with the terms of the Xxxxxxxxx LLC Purchase Agreement. A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the Xxxxxxxxx LLC Purchase Agreement. A closing under the Xxxxxxxxx LLC Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the Xxxxxxxxx LLC Purchase Agreement and the Closing Date under this Agreement shall be the same date.
Additional Conditions to Obligations of the Company at the Closing. The obligations of the Company issue and sell the Unsubscribed Shares and to consummate the other transactions contemplated hereby shall be subject to the satisfaction (or waiver by the Company) at or prior to the Closing Date of each of the following additional conditions:
(a) the representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing as though made on and as of the Closing or in the case of representations and warranties made as of a specified date earlier than the Closing, shall have been true and correct in all material respects on and as of such date;
(b) the Purchaser shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by it on or prior to the Closing Date; and
(c) the Purchaser shall have delivered the following to the Company:
(i) the purchase price payable for the Unsubscribed Shares;
(ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this Section 7.3; and
(iii) such other documents as may be required by this Agreement or reasonably requested by the Company.
Additional Conditions to Obligations of the Buyer and the Transitory -------------------------------------------------------------------- Subsidiary. The obligations of the Buyer and the Transitory Subsidiary to ---------- effect the Merger are subject to the satisfaction of each of the following additional conditions, any of which may be waived in writing exclusively by the Buyer and the Transitory Subsidiary:
Additional Conditions to Obligations of the Parent and the Merger Sub. The obligations of the Parent and the Merger Sub to effect the Merger are subject to the satisfaction of, or waiver by the Parent, at or prior to the Closing of the following additional conditions:
Additional Conditions to Obligations of the Company and the Sole ---------------------------------------------------------------- Shareholder. The obligations of the Company and the Sole Shareholder to ----------- consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Additional Conditions to Obligations of Company and the Principal ----------------------------------------------------------------- Shareholders. The obligations of the Company and the Principal Shareholders to ------------ consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company and the Principal Shareholders:
Additional Conditions to Obligations of the Parent and ------------------------------------------------------ the Company. The obligations of the Parent and the Company to consummate the ----------- Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, by the Parent:
Additional Conditions to Obligations. OF BUYER AND/OR PARENT. The obligations of Parent and Buyer to effect the Merger and the other transactions contemplated herein are also subject to the following conditions, each of which may be waived, in whole or in part, to the extent permitted by applicable Law, by Parent or Buyer:
Additional Conditions to Obligations of the MLP and the Operating Partnership. The obligations of the MLP and of the Operating Partnership to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (subject to Section 7.05) prior to the Closing of the following additional conditions:
