Additional Conditions to Obligations of Xxxxxxx. The obligations of Xxxxxxx to consummate and effect this Agreement and the transactions contemplated hereby will 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 Xxxxxxx: 64
Additional Conditions to Obligations of Xxxxxxx. The obligations of Xxxxxx'x to effect the Closing are subject to the satisfaction of each of the following conditions prior to the Closing, any of which may be waived in writing exclusively by Xxxxxx'x:
Additional Conditions to Obligations of Xxxxxxx. The obligations of Xxxxxx'x 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 Xxxxxx'x:
Additional Conditions to Obligations of Xxxxxxx. The obligations of Xxxxxxx and Merger Sub to consummate the transactions contemplated by this Agreement shall also be subject to the fulfillment, at or prior to the Closing Date, of each of the following conditions, any of which may be waived by Xxxxxxx in writing, and Alpine and Premier shall use their commercially reasonable efforts to cause such conditions to be fulfilled:
(a) The representations and warranties of Alpine and Premier set forth in Article II of this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such time, except for changes contemplated by this Agreement and by the Premier Disclosure Schedule, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date.
(b) Each of Alpine and Premier shall in all material respects have performed each obligation to be performed by it hereunder at or prior to the Closing Date.
(c) Xxxxxxx shall have received a certificate of Alpine and Premier, dated the Closing Date, signed by the Chief Executive Officer of Alpine, to the effect that the conditions specified in Sections 7.2(a) and (b) have been fulfilled.
(d) Since the date of this Agreement, there shall not have been any change, effect, event, situation or condition, together with all other changes, effects, events, situations or conditions, that is materially adverse to the business, results of operations, properties or financial condition of Premier and its Subsidiaries taken as a whole, except for changes, effects, events, situations or conditions relating to or arising out of (i) general economic, business or financial market conditions; (ii) general industry conditions, including, without limitation, conditions affecting the steel industry; (iii) the announcement of this Agreement; (iv) the breach by Xxxxxxx of this Agreement; or (v) any change in any law, rule or regulation or U.S. generally accepted accounting principles or interpretations thereof that applies to Alpine or Premier (a "PREMIER MATERIAL ADVERSE CHANGE").
(e) Each of the documents and certificates shall have been executed and/or delivered to Xxxxxxx by the parties thereto, and all of the actions shall have been taken, as contemplated by Section 1.7(b) and Section 1.7(c) hereof.
(f) Xxxxxxx shall have received evidence, in form and substance reasonably satisfacto...
Additional Conditions to Obligations of Xxxxxxx. The obligations of Xxxxxxx to effect the Merger are subject to the satisfaction of each of the following conditions, any of which may be waived in writing exclusively by Xxxxxxx: (a)
