Certain Closing Conditions Sample Clauses

Certain Closing Conditions. At the closing of any transfer or disposition of Common Stock or Warrants pursuant to this Agreement, in addition to any other conditions specifically set out herein concerning such transfer or disposition, the transferor shall (i) deliver the certificates representing the Common Stock and the Warrants that are the subject of the transfer, duly endorsed for transfer and bearing any necessary tax stamps; (ii) by delivering such certificates and Warrants, be deemed to have represented and warranted that the transferor has valid and marketable title to the Common Stock represented by such certificates and the Warrants free of all encumbrances and (iii) deliver such certificates of authority, tax releases, consents to transfer and evidences of title as may reasonably be required by the transferee. The transferor shall be responsible for the payment of all transfer taxes unless otherwise specified.
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Certain Closing Conditions. Buyer’s right to terminate the Purchase Agreement pursuant to Section 11(b)(i) of the Purchase Agreement shall expire after the date that is five (5) business days after that date which is thirty (30) days after the Completion of the Asset. If Buyer does not so terminate the Purchase Agreement within such five (5) business day period, then Buyer shall no longer have the right to terminate the Purchase Agreement pursuant to Section 11(b)(i) of the Purchase Agreement.
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Certain Closing Conditions. The obligations of each Class 1 Investor to purchase the Series A Preferred Stock at the Class 1 Closing are subject to the fulfillment on or prior to the Closing Date of all of the conditions set forth below in this Section 8.1, the waiver of which shall not be effective against any Class 1 Investor who does not consent thereto.
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Certain Closing Conditions. Holding Company will cause the Closing conditions appearing at Sections 8.2(e), (f) and (i) to be satisfied at Closing.
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Certain Closing Conditions. At the closing of any transfer or disposition of any Covered Shares pursuant to this Agreement, in addition to any other conditions specifically set out herein concerning such transfer or disposition, the transferor shall (a) deliver the certificates representing the Covered Shares that are the subject of the transfer, duly endorsed for transfer and bearing any necessary tax stamps; (b) by delivering such certificates, be deemed to have represented and warranted that the transferor has valid and marketable title to the Covered Shares represented by such certificates free of all encumbrances and (c) deliver such certificates of authority, tax releases, consents to transfer and evidences of title as may reasonably be required by the transferee. The transferor shall be responsible for the payment of all transfer taxes unless otherwise specified.
Sample 1
Certain Closing Conditions. At the closing of any transfer or disposition of Additional Rollover Securities pursuant to this Agreement, in addition to any other conditions specifically set out herein concerning such transfer or disposition, the transferor shall (i) deliver the certificates representing the Additional Rollover Securities that are the subject of the transfer, duly
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Certain Closing Conditions. Agent shall have received evidence satisfactory to it that (i) Funded Debt of Holdings and its Subsidiaries on a consolidated basis, after giving effect to the initial fundings under the Amended and Restated Credit Agreement and the incurrence of the Second Lien Debt and the application of proceeds thereof, does not exceed $122,000,000, (ii) Borrower shall have a minimum trailing twelve month EBITDA of not less than $26,800,000 for the most recently ended month for which financial statements are available, (iii) as of the Amendment Effective Date, and after giving effect to the consummation of the Related Transactions, Borrower shall have a minimum Borrowing Availability of not less than $15,000,000, (iv) the ratio of Funded Debt to EBITDA shall be less than 4.75:1.0 as of the Amendment Effective Date and (v) Holdings owns 100% of the Stock of Penhall, that Sponsor owns approximately 70% and that management owns approximately 30% of the voting Stock of Holdings and that Holdings is capitalized with approximately $28,600,000 in liquidation preference of preferred stock plus accreted dividends (excluding the Senior Preferred Stock that is being redeemed) and approximately $1,000,000 (in book value) of common stock.
Sample 1
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Related to Certain Closing Conditions

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • Frustration of Closing Conditions None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.

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