ADDITIONAL CONDITIONS TO OBLIGATIONS OF EVI Sample Clauses

ADDITIONAL CONDITIONS TO OBLIGATIONS OF EVI. The obligation of EVI to effect the Merger is, at the option of EVI, also subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) The representations and warranties of GulfMark contained in Section 2.2 shall be accurate as of the date of this Agreement and (except to the extent such representations and warranties speak specifically as of an earlier date) as of the Closing Date as though such representations and warranties had been made at and as of that time; all of the terms, covenants and conditions of this Agreement to be complied with and performed by GulfMark 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 executive vice president of GulfMark shall have been delivered to EVI; (b) There shall not have occurred or exist any fact or condition that would reasonably result in a GulfMark MAE or would constitute a material fixed or contingent liability to GulfMark, and EVI shall have received a certificate signed by the executive vice president of GulfMark dated the Closing Date to such effect; (c) The Board of Directors of EVI shall have received from Prudential Securities Corporation, financial advisor to EVI, a written opinion, satisfactory in form and substance to the Board of Directors of EVI, to the effect that consideration to be received by EVI in the Merger is fair to EVI from a financial point of view, which opinion shall have been confirmed in writing to such Board as of a date reasonably proximate to the date the Proxy Statement is first mailed to the stockholders of EVI and not subsequently withdrawn; (d) GulfMark shall have received, and furnished written copies of EVI of, the GulfMark affiliates' agreements pursuant to Section 3.3; (e) EVI shall have received from Grigxx & Xarrxxxx X.X., counsel to GulfMark, an opinion dated the Closing Date covering customary matters relating to the Agreement, the Distribution Agreement, the Merger, the Contribution and the Distribution; (f) EVI shall have received from Arthxx Xxxexxxx, XXP a written opinion, in form and substance satisfactory to EVI, dated as of the date that the Proxy Statement is first mailed to the Stockholders of GulfMark and EVI to the effect that (i) the Merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(B) of the Code, (ii) the Distribution wil...
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ADDITIONAL CONDITIONS TO OBLIGATIONS OF EVI. 29 6.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF CHRISTIANA. . 31
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Related to ADDITIONAL CONDITIONS TO OBLIGATIONS OF EVI

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger 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, exclusively by Company:

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • 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 the Company The obligations of the Company 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 Obligation of the Company The obligation of the Company to effect the Merger is also subject to the following conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger 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, exclusively by the Company:

  • Conditions to Obligations of Each Party The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

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