Common use of Bridge Loan Clause in Contracts

Bridge Loan. The obligation of Acquiror to consummate the Bridge Loan and the other transactions contemplated to be consummated by it at the Bridge Loan Closing are subject to the satisfaction (or waiver by Acquiror) at or prior to the Bridge Loan Closing (or at such other time prior thereto as may be expressly provided in this Agreement) of each of the following conditions: (i) The representations and warranties of Boxing, CKP and the Stockholders set out in this Agreement shall be true and correct in all material respects (other than representations and warranties that contain materiality qualifications which shall be true and correct in all respects) as of the date when made and at and as of the Bridge Loan Closing Date, with the same force and effect as though made as of the Bridge Loan Closing Date, except for changes expressly permitted by this Agreement or where such representations or warranties are expressly limited by their terms to a prior date; (ii) Boxing and CKP shall have complied in a timely manner and in all material respects with their covenants and agreements set out in this Agreement; (iii) There shall be delivered to Acquiror an officer's certificate of Boxing to the effect that all of the representations and warranties of Boxing and CKP set forth herein are true and complete in all material respects as of the Bridge Loan Closing, and that Boxing and CKP have complied in all material respects with the covenants and agreements set forth herein that they are required to comply with by the Bridge Loan Closing; (iv) Boxing and CKP shall have secured the approval of its stockholders necessary under the DGCL, its Certificate of Incorporation and By-Laws to approve the Merger, this Agreement and the transactions contemplated hereby, and shall have delivered a certificate of an authorized officer of Boxing to this effect; (v) All director, stockholder, lender, lessor and other parties' consents and approvals, as well as all filings with, and all necessary consents or approvals of, all federal, state and local governmental authorities and agencies, as are required under this Agreement, applicable law or any applicable contract or agreement (other than as contemplated by this Agreement) to complete the Merger shall have been secured; (vi) The Board of Directors of Boxing shall have approved the Merger in accordance with the DGCL; and (vii) No statute, rule, regulation, executive order, decree, injunction or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental authority that prohibits or restricts the consummation of the Merger or the related transactions.

Bridge Loan. The obligation obligations of Acquiror Boxing to cause CKP to consummate the Bridge Loan and the other transactions contemplated to be consummated by it Boxing at the Bridge Loan Closing are subject to the satisfaction (or waiver by AcquirorBoxing) at or prior to the Bridge Loan Closing (or at such other time prior thereto as may be expressly provided in this Agreement) of each of the following conditions: (i) The representations and warranties of Boxing, CKP Acquiror and the Stockholders Newco set out in this Agreement shall be true and correct in all material respects (other than representations and warranties that contain materiality qualifications which shall be true and correct in all respects) as of the date when made and at and as of the Bridge Loan Closing Date, with the same force and effect as though made as of the Bridge Loan Closing Date, except for changes expressly permitted by this Agreement or where such representations or warranties are expressly limited by their terms to a prior date;. (ii) Boxing The representation contained in Section 4.2(g) shall be true and CKP correct except with respect to the amount of cash on hand. (iii) Acquiror shall have complied (i) in a timely manner and in all material respects with their the respective covenants and agreements set out in this Agreement and (ii) fully with its obligations under Sections 1.4 and 3.2 of this Agreement;. (iiiiv) The Merger shall have been approved by Newco in accordance with the provisions of the DGCL. The Board of Directors of Newco and Acquiror shall have approved the execution of this Agreement and the Merger thereby. (v) There shall be delivered to Acquiror Boxing an officer's certificate of Boxing Acquiror attesting (i) to the effect that all satisfaction of the representations conditions contained in paragraphs (i) and warranties (ii) of Boxing this Section 6.1(a) and CKP set forth herein are true and complete in all material respects as of (ii) the Bridge Loan Closing, and that Boxing and CKP have complied in all material respects with the covenants and agreements set forth herein that they are other matters required to comply with by the Bridge Loan Closing;Section 2.2(b)(iii). (iv) Boxing and CKP shall have secured the approval of its stockholders necessary under the DGCL, its Certificate of Incorporation and By-Laws to approve the Merger, this Agreement and the transactions contemplated hereby, and shall have delivered a certificate of an authorized officer of Boxing to this effect; (vvi) All director, stockholder, lender, lessor and other parties' consents and approvals, as well as all filings with, and all necessary consents or approvals of, all federal, state and local governmental authorities and agencies, as are required under this Agreement, applicable law or any applicable contract or agreement (other than as contemplated by this Agreement) to complete the Merger shall have been secured; (vi) The Board of Directors of Boxing shall have approved the Merger in accordance with the DGCL; and. (vii) Acquiror shall have adopted and filed with the Secretary of State of Delaware the Certificate of Designation. (viii) No statute, rule, regulation, executive order, decree, injunction or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental authority that prohibits or restricts the consummation of the Merger or the related transactions.

Bridge Loan. The obligation of Acquiror to consummate the Bridge Loan and the other transactions contemplated to be consummated by it at the Bridge Loan Closing are subject to the satisfaction (or waiver by Acquiror) at or prior to the Bridge Loan Closing (or at such other time prior thereto as may be expressly provided in this Agreement) of each of the following conditions: (i) The representations and warranties of Boxing, CKP Boxing and the Stockholders set out in this Agreement shall be true and correct in all material respects (other than representations and warranties that contain materiality qualifications which shall be true and correct in all respects) as of the date when made and at and as of the Bridge Loan Closing Date, with the same force and effect as though made as of the Bridge Loan Closing Date, except for changes expressly permitted by this Agreement or where such representations or warranties are expressly limited by their terms to a prior date; (ii) Boxing and CKP shall have complied in a timely manner and in all material respects with their its covenants and agreements set out in this Agreement; (iii) There shall be delivered to Acquiror an officer's certificate of Boxing to the effect that all of the representations and warranties of Boxing and CKP set forth herein are true and complete in all material respects as of the Bridge Loan Closing, and that Boxing and CKP have has complied in all material respects with the covenants and agreements set forth herein that they are it is required to comply with by the Bridge Loan Closing; (iv) Boxing and CKP shall have secured the approval of its stockholders necessary under the DGCL, its Certificate of Incorporation and By-Laws to approve the Merger, this Agreement and the transactions contemplated hereby, and shall have delivered a certificate of an authorized officer of Boxing to this effect; (v) All director, stockholder, lender, lessor and other parties' consents and approvals, as well as all filings with, and all necessary consents or approvals of, all federal, state and local governmental authorities and agencies, as are required under this Agreement, applicable law or any applicable contract or agreement (other than as contemplated by this Agreement) to complete the Merger shall have been secured; (vi) The Board of Directors of Boxing shall have approved the Merger in accordance with the DGCL; and (vii) No statute, rule, regulation, executive order, decree, injunction or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental authority that prohibits or restricts the consummation of the Merger or the related transactions.

Bridge Loan. The obligation obligations of Acquiror Boxing to cause CKP to consummate the Bridge Loan and the other transactions contemplated to be consummated by it Boxing at the Bridge Loan Closing are subject to the satisfaction (or waiver by AcquirorBoxing) at or prior to the Bridge Loan Closing (or at such other time prior thereto as may be expressly provided in this Agreement) of each of the following conditions: (i) The representations and warranties of Boxing, CKP Acquiror and the Stockholders Newco set out in this Agreement shall be true and correct in all material respects (other than representations and warranties that contain materiality qualifications which shall be true and correct in all respects) as of the date when made and at and as of the Bridge Loan Closing Date, with the same force and effect as though made as of the Bridge Loan Closing Date, except for changes expressly permitted by this Agreement or where such representations or warranties are expressly limited by their terms to a prior date;. (ii) Boxing The representation contained in Section 4.2(g) shall be true and CKP correct except with respect to the amount of cash on hand. (iii) Acquiror shall have complied (i) in a timely manner and in all material respects with their the respective covenants and agreements set out in this Agreement and (ii) fully with its obligations under Sections 1.4(a), (b) and (c) and 3.2 of this Agreement;. (iiiiv) The Merger shall have been approved by Newco in accordance with the provisions of the DGCL. The Board of Directors of Newco and Acquiror shall have approved the execution of this Agreement and the Merger thereby. (v) There shall be delivered to Acquiror Boxing an officer's certificate of Boxing Acquiror attesting (i) to the effect that all satisfaction of the representations conditions contained in paragraphs (i) and warranties (ii) of Boxing this Section 6.1(a) and CKP set forth herein are true and complete in all material respects as of (ii) the Bridge Loan Closing, and that Boxing and CKP have complied in all material respects with the covenants and agreements set forth herein that they are other matters required to comply with by the Bridge Loan Closing;Section 2.2(a)(ii)(C). (iv) Boxing and CKP shall have secured the approval of its stockholders necessary under the DGCL, its Certificate of Incorporation and By-Laws to approve the Merger, this Agreement and the transactions contemplated hereby, and shall have delivered a certificate of an authorized officer of Boxing to this effect; (vvi) All director, stockholder, lender, lessor and other parties' consents and approvals, as well as all filings with, and all necessary consents or approvals of, all federal, state and local governmental authorities and agencies, as are required under this Agreement, applicable law or any applicable contract or agreement (other than as contemplated by this Agreement) to complete the Merger shall have been secured; (vi) The Board of Directors of Boxing shall have approved the Merger in accordance with the DGCL; and. (vii) Acquiror shall have adopted and filed with the Secretary of State of Delaware the Certificate of Designation. (viii) No statute, rule, regulation, executive order, decree, injunction or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental authority that prohibits or restricts the consummation of the Merger or the related transactions.

Bridge Loan. The obligation obligations of Acquiror Boxing to cause CKP to consummate the Bridge Loan and the other transactions contemplated to be consummated by it Boxing at the Bridge Loan Closing are subject to the satisfaction (or waiver by AcquirorBoxing) at or prior to the Bridge Loan Closing (or at such other time prior thereto as may be expressly provided in this Agreement) of each of the following conditions: (i) The representations and warranties of Boxing, CKP Acquiror and the Stockholders Newco set out in this Agreement shall be true and correct in all material respects (other than representations and 37 warranties that contain materiality qualifications which shall be true and correct in all respects) as of the date when made and at and as of the Bridge Loan Closing Date, with the same force and effect as though made as of the Bridge Loan Closing Date, except for changes expressly permitted by this Agreement or where such representations or warranties are expressly limited by their terms to a prior date;. (ii) Boxing The representation contained in Section 4.2(g) shall be true and CKP correct. (iii) Acquiror shall have complied (i) in a timely manner and in all material respects with their the respective covenants and agreements set out in this Agreement and (ii) fully with its obligations under Sections 1.4 and 3.2 of this Agreement;. (iiiiv) The Merger shall have been approved by Newco in accordance with the provisions of the DGCL. The Board of Directors of Newco and Acquiror shall have approved the execution of this Agreement and the Merger thereby. (v) There shall be delivered to Acquiror Boxing an officer's certificate of Boxing Acquiror attesting (i) to the effect that all satisfaction of the representations conditions contained in paragraphs (i) and warranties (ii) of Boxing this Section 6.1(a) and CKP set forth herein are true and complete in all material respects as of (ii) the Bridge Loan Closing, and that Boxing and CKP have complied in all material respects with the covenants and agreements set forth herein that they are other matters required to comply with by the Bridge Loan Closing;Section 2.2(b)(iii). (iv) Boxing and CKP shall have secured the approval of its stockholders necessary under the DGCL, its Certificate of Incorporation and By-Laws to approve the Merger, this Agreement and the transactions contemplated hereby, and shall have delivered a certificate of an authorized officer of Boxing to this effect; (vvi) All director, stockholder, lender, lessor and other parties' consents and approvals, as well as all filings with, and all necessary consents or approvals of, all federal, state and local governmental authorities and agencies, as are required under this Agreement, applicable law or any applicable contract or agreement (other than as contemplated by this Agreement) to complete the Merger shall have been secured; (vi) The Board of Directors of Boxing shall have approved the Merger in accordance with the DGCL; and. (vii) Acquiror shall have adopted and filed with the Secretary of State of Delaware the Certificates of Designation. (viii) No statute, rule, regulation, executive order, decree, injunction or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental authority that prohibits or restricts the consummation of the Merger or the related transactions.