CERTAIN CONDITIONS TO THE OBLIGATIONS OF TMI AND NEWCO Sample Clauses

CERTAIN CONDITIONS TO THE OBLIGATIONS OF TMI AND NEWCO. The obligations of TMI and Newco with respect to actions to be taken by them at or before the Closing are subject to the satisfaction on or before the date of the Closing, or waiver by them pursuant to Section 11.05, of the following conditions: (i) the Company shall have delivered to TMI a copy of the articles of incorporation, as amended to the date of the Closing and certified by the Secretary of State of the State of Washington as of a Current Date, of the Company; and (ii) all the conditions set forth in Sections 7.02(a) and 7.04(a).
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CERTAIN CONDITIONS TO THE OBLIGATIONS OF TMI AND NEWCO. The obligations of TMI and Newco with respect to actions to be taken by them at or before the Closing are subject to the satisfaction on or before the date of the Closing, or waiver by them pursuant to Section 11.05, of the following conditions: (i) the Company shall have delivered to TMI a copy of the articles of incorporation, as amended to the date of the Closing and certified by the Secretary of State of the State of Indiana as of a Current Date, of the Company; and (ii) the Company shall have working capital (defined as the excess of its current assets over its current liabilities, but not including in current liabilities the then current portion of any AAA Related Indebtedness) of at least $1.1 million at the IPO Closing Date, and (iii) all the conditions set forth in Sections 7.02(a) and 7.04(a).
Sample 1
CERTAIN CONDITIONS TO THE OBLIGATIONS OF TMI AND NEWCO. The obligations of TMI and Newco with respect to actions to be taken by them at or before the Closing are subject to the satisfaction on or before the date of the Closing, or waiver by them pursuant to Section 11.05, of the following conditions: (i) the Company shall have delivered to TMI a copy of the articles of incorporation, as amended to the date of the Closing and certified by the Secretary of State of the State of Texas as of a Current Date, of the Company; (ii) the Existing BT&B Lease Agreement shall have been terminated without any further liability thereunder on the part of the Company, (ii) the New Employment Agreements and the New Lease Agreements shall then be in full force and effect, (iii) all personal property now leased by BT&B to the Company shall have been transferred to the Company without any consideration paid by the Company or any Company Subsidiary, (iv) BT&B shall have assumed the payment of the Company's outstanding loan under life insurance policies on the lives of the Stockholders in exchange for the Company's forgiveness of a like amount owed it by BT&B, (v) the lease arrangement between the Company and Thomas J. Madsen for the lease of the real property located at 1434 N. Sam Houston Parkway North, Suite 180, Houston, Texas sxxxx xxxx xxxx xerminated without any further liability on the xxxx xx xxx Xxxxxxx, and (vi) all the conditions set forth in Sections 7.02(a) and 7.04(a).
Sample 1
CERTAIN CONDITIONS TO THE OBLIGATIONS OF TMI AND NEWCO. The obligations of TMI and Newco with respect to actions to be taken by them at or before the Closing are subject to the satisfaction on or before the date of the Closing, or waiver by them pursuant to Section 11.05, of the following conditions: (i) the Company shall have delivered to TMI a copy of the articles of incorporation, as amended to the date of the Closing and certified by the Secretary of State of the State of Texas as of a Current Date, of the Company; (ii) the Company shall have collected in full, in cash, the entire unpaid balance of the Rejuvena Note Receivable, (iii) the Rejuvena Note Agreement shall have been terminated with no further obligation thereunder on the part of the Company, (iv) the Company shall have transferred to Rejuvena, as consideration for the payment in full of the Rejuvena Note Receivable and the termination of the Rejuvena Note Agreement, all of the Rejuvena Equity Securities, (v) the Company shall have collected in full, in cash, the entire unpaid balance of the FSA Receivable, (vi) the Company shall have paid in full, in cash, the Cysco Note Payable, (vii) the Existing Related Party Lease Agreement shall have been terminated with no further obligation thereunder on the part of its parties, (viii) the New Lease Agreement shall have been executed and delivered by Dual Development and shall then be in effect, (ix) the fairness opinion referred to in Section 3.0(d) shall not have been withdrawn or rescinded, and (x) all the conditions set forth in Sections 7.02(a) and 7.04(a).
Sample 1
CERTAIN CONDITIONS TO THE OBLIGATIONS OF TMI AND NEWCO. The obligations of TMI and Newco with respect to actions to be taken by them at or before the Closing are subject to the satisfaction on or before the date of the Closing, or waiver by them pursuant to Section 11.05, of the following conditions: (i) the Company shall have delivered to TMI a copy of the Amended and Restated Certificate of Incorporation, as amended to the date of the Closing and certified by the Secretary of State of the State of Delaware as of a Current Date, of the Company; and (ii) all the conditions set forth in Sections 7.02(a) and 7.04(a). The obligations of TMI and Newco with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction on that date of the following conditions: (i) each of the New Employment Agreements then shall be in full force and effect; and (ii) all the conditions set forth in Sections 7.02(b) and 7.04(b).
Sample 1
CERTAIN CONDITIONS TO THE OBLIGATIONS OF TMI AND NEWCO. The obligations of TMI and Newco with respect to actions to be taken by them at or before the Closing are subject to the satisfaction on or before the date of the Closing, or waiver by them pursuant to Section 11.05, of the following conditions: (i) the Company shall have delivered to TMI a copy of the articles of incorporation, as amended to the date of the Closing and certified by the Secretary of State of the State of Delaware as of a Current Date, of the Company; (ii) Futuretech shall have paid in full the entire unpaid balance (both principal and accrued, unpaid interest) on the Revolving Credit Indebtedness, the Stockholder Notes and the Term Debt; and (iii) all the conditions set forth in Sections 7.02(a) and 7.04(a).
Sample 1

Related to CERTAIN CONDITIONS TO THE OBLIGATIONS OF TMI AND NEWCO

  • Conditions to the Obligations of the Buyer The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by the Buyer but only in writing):

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to the Obligations of the Agents The obligations of each Agent to solicit offers to purchase the Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, on the Effective Date and when any supplement to the Prospectus is filed with the Commission, (ii) the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, (iii) the performance by the Company of its obligations hereunder and (iv) the following additional conditions:

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Conditions to the Obligations of the Parties The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions:

  • CONDITIONS TO THE OBLIGATIONS OF EACH PARTY. The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser under this Agreement shall be subject to the satisfaction of each of the following conditions unless waived in writing by the Purchaser:

  • Conditions to the Obligations of Buyer The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer:

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Conditions to the Obligations of the Seller The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by the Seller:

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