CLOSING CONDITIONS   71 Sample Clauses

CLOSING CONDITIONS   71. Section 7.1 Conditions to Each Party’s Obligation To Effect the Merger 71 Section 7.2 Conditions to Obligations of Parent, Holdco and Merger Sub 72 Section 7.3 Conditions to Obligations of the Company 73 ARTICLE VIII. TERMINATION AND AMENDMENT 73 Section 8.1 Termination 73 Section 8.2 Effect of Termination 75 Section 8.3 Amendment 79 Section 8.4 Extension; Waiver 79 ARTICLE IX. GENERAL PROVISIONS 79 Section 9.1 Nonsurvival of Representations, Warranties and Covenants 79 Section 9.2 Notices 79 Section 9.3 Interpretation 80 Section 9.4 Counterparts 81 Section 9.5 Entire Agreement; Third Party Beneficiaries 81 Section 9.6 Governing Law 81 Section 9.7 Jurisdiction 82 Section 9.8 Publicity 83 Section 9.9 Assignment 83 Section 9.10 Remedies 83 Section 9.11 Waivers 86 Section 9.12 Severability 87 Section 9.13 Definitions 87 Exhibit A: Parent Stockholders Exhibit B: Certificate of Ownership Exhibit C: Surviving Corporation Charter Exhibit D: Surviving Corporation Bylaws Exhibit E: Parent Charter Amendment AGREEMENT AND PLAN OF MERGER, dated March 9, 2011 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), by and among Citadel Broadcasting Corporation, a Delaware corporation (the “Company”), Cumulus Media Inc., a Delaware corporation (“Parent”), Cadet Holding Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Holdco”), and Cadet Merger Corporation, a Delaware corporation, wholly owned Subsidiary of Holdco, and indirect wholly owned Subsidiary of Parent (“Merger Sub”).
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CLOSING CONDITIONS   71. 9.1. Conditions to Each Party’s Obligations under this Agreement. 71
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Related to CLOSING CONDITIONS   71

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • 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.