Additional Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated hereby are subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, by Buyer:
Additional Conditions to Obligations of Buyer. The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Buyer:
Additional Conditions to Obligations of Buyer. The obligations of Buyer to effect the transactions contemplated hereby are also subject to the following conditions:
Additional Conditions to Obligations of Buyer. The obligations of Buyer and Merger Sub to effect the Merger are subject to the satisfaction of each of the following conditions prior to the Effective Time, any of which may be waived in writing exclusively by Buyer:
Additional Conditions to Obligations of Buyer. The obligation of Buyer to effect the Merger shall be further subject to the following conditions:
(a) This Agreement and the consummation of the Merger shall have been duly approved and adopted by the affirmative vote of the holders of at least 95% of the voting securities of Xxxxxxxx. This Agreement and the consummation of the Merger shall have been duly approved and adopted by the stockholders of Buyer in accordance with the DGCL and its charter.
(b) Ernst & Young LLP, independent accountants to Buyer, shall have rendered its opinion(s), addressed to Buyer, in form and substance satisfactory to Buyer as to the appropriateness of pooling of interest accounting for the Merger under Accounting Principles Board Opinion No. 16 and Ernst & Young shall have rendered its opinion to Buyer to the effect that the Merger has been structured in a manner which is tax-free with respect to Buyer and its stockholders and Xxxxxxxx and the Shareholders.
(c) Xxxxxxxx shall have delivered (or cause to be delivered) duly executed counterparts of Employee Proprietary Information and Inventions Agreements with Buyer and the Surviving Corporation substantially in the form of Exhibit 8.3(d) duly executed by each employee of Xxxxxxxx.
(d) The share certificates representing all of the issued and outstanding Xxxxxxxx Shares as of the Closing Date (other than Dissenting Shares), in each case duly endorsed in blank, shall have been surrendered for cancellation.
(e) The S-4 registering the issuance and delivery of the shares of Buyer Common Stock shall have been declared effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the S-4 shall have been issued by the SEC. All other filings necessary under federal and state securities laws to permit the issuance and delivery of the shares of Buyer Common Stock in compliance therewith shall have been made, and any authorizations in connection therewith from all applicable securities regulatory authorities shall have been obtained.
(f) There shall not have been a material adverse change in the general affairs, business, business prospects, properties, management, condition (financial or otherwise) or results of operations of Xxxxxxxx, whether or not arising from transactions in the ordinary course of business, and Xxxxxxxx shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered...
Additional Conditions to Obligations of Buyer. The obligation of Buyer to consummate the Transactions shall also be subject to the satisfaction or waiver (where permissible), on or prior to the Closing Date, of each of the following conditions:
(a) The representations and warranties of Seller set forth in Article II of this Agreement (i) that are qualified by the words “material” or “material adverse effect” shall be true and correct in all respects on and as of the Closing Date as if made on and as of such date and (ii) that are not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except in any such case (x) for changes contemplated by this Agreement and by the Seller Disclosure Schedule, and (y) to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall remain true and correct (in all material respects, as the case may be) as of such date.
(b) Seller shall in all material respects have performed or complied with each obligation and covenant to be performed or complied with by Seller hereunder on or prior to the Closing Date, including the deliveries under Section 1.4(b).
(c) Buyer shall have received a certificate of Seller, dated the Closing Date, signed by an officer of Seller, to the effect that the conditions specified in Sections 7.2(a) and (b) have been satisfied.
Additional Conditions to Obligations of Buyer. The obligations of Buyer to consummate and effect the transactions contemplated hereby shall be subject to the satisfaction, or waiver by Buyer, on or prior to the Effective Time of each of the following conditions:
(a) Each of the representations and warranties of Company set forth in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to "materiality" or "Material Adverse Effect," which representations and warranties as so qualified shall be true and correct in all such respects) which as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such date), and Buyer shall have received a certificate of a senior executive officer and a senior financial officer of Company to such effect, substantially in the form of Exhibit 6.2(a) hereto.
(b) Company shall have performed or complied with all covenants required to be performed by it under this Agreement at or prior to the Effective Time that are qualified as to materiality or Material Adverse Effect and shall have performed or complied with in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Effective Time that are not so qualified, and Buyer shall have received a certificate of a senior executive officer and a senior financial officer of Company to such effect.
(c) Buyer shall have been furnished with evidence satisfactory to it of the consent or approval of those Persons whose consent or approval shall be required in connection with the Merger under any Material Company Contract or otherwise required to consummate the transactions contemplated by this Agreement, except where the failure to obtain such consent or approval would not reasonably be expected to have a Material Adverse Effect on Company.
(d) No temporary restraining order, preliminary or permanent injunction or other legal or regulatory restraint provision limiting or restricting the conduct or operation of the business of Company and its Subsidiaries, following the Merger shall be in effect, nor shall any proceeding brought by any Governmental Authority seeking the foregoing be pending.
(e) Buyer shall have received a written o...
Additional Conditions to Obligations of Buyer. The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Buyer; provided, however, that notwithstanding anything to the contrary in this Agreement (but subject to the following proviso), any conditions to the Buyer’s obligations hereunder which have not been satisfied by reason of any breach of a representation, warranty or covenant which may be satisfied by the payment of money by the Selling Parties, shall be deemed satisfied upon payment to the Escrow Agent of such amount pursuant to an escrow agreement substantially in the form attached hereto as Exhibit L (the “Closing Condition Escrow Agreement”) executed and delivered by each of ACE Hi, AREH, Buyer and the Escrow Agent pending the agreement of the Buyer and the Selling Parties as to the amount of any such payment due to the Buyer or upon receipt of a final and non-appealable order issued by a court of competent jurisdiction as to the disposition of such amount; provided further, that the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement, or other remedy pursuant to Section 12.2 or otherwise based on such representations, warranties, covenants and obligations:
Additional Conditions to Obligations of Buyer. The obligation of Buyer to purchase the Shares at the Closing is also subject to the following conditions:
Additional Conditions to Obligations of Buyer. Buyer’s obligations to effect the Merger and the other Contemplated Transactions are subject to the satisfaction, at or prior to the Effective Time, of the following conditions:
