Additional Conditions to the Obligation of the Company. Unless waived by the Company in accordance with Section 8.5, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions:
(a) Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date;
(b) (i) the representations and warranties of Parent and Merger Sub contained in the first, second and third sentences of Section 4.1 (Corporate Organization) and in Sections 4.2 (Organizational Documents), 4.3 (Capitalization) and 4.4(a) (Authority) shall be true and correct in all material respects (except for representations and warranties in any such sections qualified as to materiality or Parent Material Adverse Effect, which shall be true and correct in all respects) at and as of the Closing Date as though made on or as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (ii) the representations and warranties of Parent and Merger Sub in Article IV of this Agreement other than those specified in the preceding clause (i) shall be true and correct (without giving effect to any qualification as to materiality or Parent Material Adverse Effect) at and as of the Closing Date as though made on or as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, with respect to the representations and warranties referred to in this clause (ii), where the failure of any such representations and warranties to be so true and correct (without giving effect to any qualification as to materiality or Parent Material Adverse Effect) would not, individually or in the aggregate, have a Parent Material Adverse Effect;
(c) The Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to the effect that the conditions in clauses (a) and (b) of this Section 7.2 above have been satisfied;
(d) The Company shall have received an opinion (reasonably acceptable in form and substance to the Company) from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., dated as of the Closing Date, to the effect that for federal income tax purposes (i) the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Parent, Merger Sub and the Company will be a party to suc...
Additional Conditions to the Obligation of the Company. The obligations of the Company to consummate the transactions contemplated hereby shall be further subject to the Company having received, at Onyx’s expense, an opinion in form and substance reasonably acceptable to the Company, of a nationally recognized independent valuation firm reasonably acceptable to the Company, addressed to the Company’s Board of Directors and dated as of the Closing Date, to the effect that immediately after giving effect to the transactions contemplated by this Separation Agreement, the Standalone Drug Sale Agreement and the Merger Agreement, including the Financing, any alternative financing, any other repayment or refinancing of debt contemplated in this Separation Agreement, payment of all amounts required to be paid in connection with the consummation of the transactions contemplated by the Separation Agreement, the Standalone Drug Sale Agreement and the Merger Agreement, and payment of all related fees and expenses, each of Onyx and the Company are Solvent.
Additional Conditions to the Obligation of the Company. The obligation of the Company to proceed to the Closing is subject to the satisfaction or waiver by the Company of the following additional conditions:
(a) the representations and warranties of Orchid Asia in Article IV shall be true and correct in all material respects when made and as of the Closing with the same force and effect as if made as of the Closing; and
(b) Orchid Asia shall have performed and complied with, in all material respects, each of the obligations and agreements required by this Agreement to be performed or complied with by Orchid Asia on or prior to the Closing Date.
Additional Conditions to the Obligation of the Company. The obligation of Parent and the Company to complete the Transaction is subject to the satisfaction at or prior to the Closing Date of the following conditions, any and all of which may be waived in whole or in part by the Company to the extent permitted by appli cable law: (a)
Additional Conditions to the Obligation of the Company. The obligation of the Company to proceed to the Closing with respect to any Investor is subject to the satisfaction or waiver by the Company of the following additional conditions:
(a) the representations and warranties of such Investor in Article V shall be true and correct in all material respects when made and as of the Closing of such Investor with the same force and effect as if made as of the Closing of such Investor; and
(b) such Investor shall have performed and complied with, in all material respects, each of the obligations and agreements required by this Agreement to be performed or complied with by such Investor on or prior to the Closing Date of such Investor.
Additional Conditions to the Obligation of the Company. The obligation of the Company to effect the Merger is also subject to the following conditions:
Additional Conditions to the Obligation of the Company. The obligation of the Company to effect the Merger is also subject to the fulfillment at or prior to the Effective Time of the following conditions (unless waived):
(a) each of AMRE and Merger Sub shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder on or prior to the Effective Time;
(b) the representations and warranties of AMRE and Merger Sub in this Agreement shall be true and correct in all material respects when made and at the Effective Time with the same force and effect as though made at such time, except as affected by the transactions contemplated hereby;
(c) the Designee shall have been elected to the Board of Directors of AMRE as of the Effective Time;
Additional Conditions to the Obligation of the Company. The obligation of the Company to consummate the issuance and sale of the New Interests is subject to the satisfaction (or waiver by the Company) at or prior to the Closing of the following condition (in addition to the conditions set forth in Section 7.1):
(a) the representations and warranties of Purchaser in Section 3 must be accurate as of the date of this Agreement, except where any inaccuracies in such representations and warranties have not had a material adverse effect on the benefits expected to be derived by the Sole Member, its Affiliates and the Seller Affiliates from the Contemplated Transactions, and Purchaser must have delivered to the Company and the Sole Member a certificate signed by Purchaser, to the best of the Purchaser's knowledge, to that effect;
(b) Purchaser must have delivered, or caused to be delivered, to the Company the applicable Purchaser Documents and all other documents in Section 1.3(b) required to be delivered (or caused to be delivered) by Purchaser; and
(c) no Person has commenced any lawsuit or arbitration or other proceeding seeking to restrain, enjoin, rescind or otherwise prohibit or challenge the consummation of any of the Contemplated Transactions, or seeking the recovery of material damages in connection with any of the Contemplated Transactions, that the Sole Member reasonably determines, after consultation with outside counsel, would more likely than not result in a material loss for the Sole Member and its Affiliates taken as a whole (it being understood that if there is a dispute over whether the condition in this Section 7.3(c) has been satisfied, the Parties will work together to seek a prompt determination from the Arbitrator, in accordance with Section 9.12, as to whether such lawsuit or arbitration or other proceeding is more likely than not to result in a material loss for the Sole Member and its Affiliates taken as a whole).
Additional Conditions to the Obligation of the Company. In addition to the conditions set forth in Section 10 hereof, the obligation of the Company to consummate the transactions contemplated hereby is subject to each of the representations and warranties of the Shareholders set forth in Sections 5 and 6 hereof being true and correct as of the date hereof and as of the Closing in all material respects and the Shareholders having performed or complied in all material respects with all agreements and covenants required to be performed by the Shareholders under this Agreement at or prior to the consummation of the transactions contemplated hereby.
Additional Conditions to the Obligation of the Company. The obligations of the Company to effect the Company Merger shall be subject to fulfillment at or prior to the Effective Time of the following additional conditions:
(a) (i) Any representation or warranty of Parent, Holdco and Acquisition I shall be true and correct except for circumstances which, when considered individually or in the aggregate, have not had or would not reasonably be expected to have a Parent Material Adverse
