Additional Conditions to the Company’s Obligations. The obligations of the Company to effect the transactions at the Closing contemplated by this Agreement are also subject to the satisfaction or waiver by the Company at or prior to the Closing of the following conditions (other than conditions that, by their nature, are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions):
Additional Conditions to the Company’s Obligations. The obligations of the Company to consummate the Merger are subject to the satisfaction or, to the extent permitted by Legal Requirements, the waiver by the Company on or prior to the Effective Time of each of the following conditions:
(a) there shall not be pending or threatened any Legal Proceeding in which a Governmental Body is: (i) seeking to prohibit or limit in any material respect Merger Sub’s or Parent’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (ii) seeking to materially and adversely affect the right of Parent, the Surviving Corporation or any Subsidiary of Parent to own the assets or operate the business of the Acquired Corporations; or (iii) seeking to compel Parent or the Company, or any subsidiary of Parent or the Company, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement;
(b) Parent or Merger Sub shall have performed or complied in all material respects with the covenants, obligations or agreements required to be performed or complied with under the Agreement prior to the Effective Time
(c) the representations and warranties of Parent contained in this Agreement not qualified by Material Adverse Effect shall be accurate, except where the failure to be accurate would not, in the aggregate, reasonably expected to have a Material Adverse Effect and the representations and warranties of Parent contained in the Agreement which are qualified by Material Adverse Effect shall be accurate, in the case of each, as of the date of this Agreement, and on and as of the Effective Time, except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct on and as of such particular date) with the same force and effect as if made on and as of the Effective Time;
(d) there shall have not been a Material Adverse Effect on the SafeNet Corporations (other than any Material Adverse Effect that could have reasonably been expected to arise out of a matter disclosed on the Parent Disclosure Schedules); and
(e) the Company shall have received a certificate from an executive officer of Parent certifying as to the matters set forth in paragraphs (a), (b), (c) and (d) of this Section 6.3. The foregoing conditions are for the sole benefit of the Company and may, subject to the terms of the Agreement, be waived ...
Additional Conditions to the Company’s Obligations. The obligations of the Company to consummate the Merger are subject to the satisfaction or, to the extent permitted by Law, the waiver by the Company on or prior to the Effective Time of each of the following conditions:
(a) Each of the Parent Parties shall have performed or complied in all material respects with all of its covenants, obligations or agreements required to be performed or complied with under the Agreement prior to the Effective Time;
(b) The representations and warranties of Parent contained (i) in the first sentence of Section 3.1(a), Section 3.2, Section 3.4 and Section 3.5(b)(i) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except for de minimis inaccuracies, (ii) in Section 3.7(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) in Section 3.15 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as if made as of such date, and (iv) in this Agreement (other than the representations and warranties of Parent set forth in the first sentence of Section 3.1(a), Section 3.2, Section 3.4, Section 3.5(b)(i), Section 3.7(b) and Section 3.15) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in any individual such representation or warranty) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except (in the case of this subclause (iv)) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and
Additional Conditions to the Company’s Obligations. The obligations of the Company to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, the waiver by the Company, on or prior to the Effective Time of each of the following conditions:
Additional Conditions to the Company’s Obligations. The obligations of the Company to sell and issue the Shares at the Closing are subject to the fulfillment to its satisfaction on or prior to the Closing Date, of the following conditions, any of which may be waived by the Company in its sole discretion:
Additional Conditions to the Company’s Obligations. The obligations of the Company to consummate the Merger are subject to the satisfaction or, to the extent permitted by Legal Requirements, the waiver by the Company on or prior to the Effective Time of each of the following conditions:
(a) The conditions set forth in Annex II hereto; and
(b) The Company shall have received a certificate from an executive officer of Parent certifying as to the matters set forth in paragraphs (a) and (b) of Annex II.
Additional Conditions to the Company’s Obligations. The obligations of the Company to effect the Transactions are also subject to the satisfaction or waiver (to the extent permitted by Law) at or prior to the Closing of the following conditions:
Additional Conditions to the Company’s Obligations. The obligations of the Company to consummate the Investment are subject to the fulfillment, at or before the Closing Date, of the following conditions:
(a) Representations and Warranties; Performance. The representations and warranties of the Investor Group contained in Section 6.1 shall be true on and as of the Closing Date with the same effect as though made at and as of such date, except as affected by transactions permitted or contemplated by this Agreement. The Investor Group shall have duly performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date.
Additional Conditions to the Company’s Obligations. The obligations of the Company to close the transactions contemplated by this Agreement are also subject to the satisfaction of the following additional conditions prior to or at the Closing unless waived, in writing, by the Company (in its sole discretion):
(a) the representations and warranties of the Selling Shareholder and Crown Resorts in this Agreement shall be true and correct as of the date of Closing and as if made on the date of Closing; and
(b) the Selling Shareholder and Crown Resorts shall have complied with all agreements and satisfied all the conditions contained in this Agreement that are required to be performed or satisfied by them at or before the date of Closing.
Additional Conditions to the Company’s Obligations. The obligations of the Stockholders and the Company to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:
