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Common use of Company Closing Conditions Clause in Contracts

Company Closing Conditions. The obligation of Company to consummate the Merger and to take the other actions that it is required to take at Closing is subject to the satisfaction of each of the following conditions (the "Company Closing Conditions") prior to or at Closing: (a) the representations and warranties of Parent and MergerSub in Article 4 are true and correct in all material respects on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters only as of a certain date, which need be true and correct in all material respects only as of that date), except to the extent that such representations and warranties are qualified by the term "in all material respects," in which case such representations and warranties as so written shall be true and correct in all respects on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters only as of a certain date, which need be true and correct in all respects only as of that date); (b) Parent and MergerSub have performed, complied with or satisfied in all material respects all of the their respective obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) Shareholder Approval has been obtained; and (d) no temporary restraining order, preliminary or permanent injunction or other Order issued by a court or Governmental Authority has been issued and is in effect making the Merger illegal or otherwise prohibiting consummation of the Merger. The Company may waive any Company Closing Condition specified in this Section 6.2 by a written waiver delivered to Parent and MergerSub at any time prior to or at Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eriksen Rochelle K.), Merger Agreement (Medsolutions Inc)

Company Closing Conditions. The obligation of the Company to consummate effect the Merger and to take the other actions that it is required to take at Closing is also subject to the satisfaction of each or, to the extent permitted by applicable Law, waiver by the Company at or prior to the Closing of the following conditions (the "Company Closing Conditions") prior to or at Closingconditions: (ai) (A) the representations and warranties of Parent and MergerSub the Purchasers set forth in Article 4 are IV hereof (other than Sections 4.01, 4.02 and 4.04) shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date as if though made at on and as of Closing such date (other than representations and warranties except to the extent that address matters only as such representation or warranty speaks of a certain an earlier date, in which need case such representation or warranty shall be true and correct in all material respects only as of that such date), except where the failure of such representation and warranties to be so true and correct would not, individually or in the extent that such aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of the Purchasers to fully perform their covenants and obligations under this Agreement and (B) the representations and warranties are qualified by of the term "Purchasers set forth in Sections 4.01, 4.02 and 4.04 shall be true in all material respects," in which case such representations respects as of the date of this Agreement and warranties as so written shall be true and correct in all respects on of the Closing Date as if though made at on and as of Closing (other than representations and warranties that address matters only as of a certain such date, which need be true and correct in all respects only as of that date); (bii) Parent and MergerSub each Purchaser shall have performed, complied with or satisfied performed in all material respects all of the their respective obligations, agreements and conditions under its obligations required to be performed by it pursuant to this Agreement that they are required to perform, comply with or satisfy at or prior to the Closing; (ciii) Shareholder Approval the Company shall have received counterparts of each of the Warrant Agreements, duly executed by the Purchasers; (iv) the Company shall have received a cross-receipt executed by each Purchaser and delivered to the Company certifying that it has been obtainedreceived from the Company (A) the principal amount of Securities set forth opposite such Purchaser’s name on Schedule A and (B) the Warrants with respect to the number of Warrant Shares equal to the principal amount of Securities to be purchased by the applicable Purchaser divided by $1,000; and (dv) no temporary restraining order, preliminary or permanent injunction or other Order issued the Company shall have received at the Closing payment of each Purchaser’s Funding Obligation by a court or Governmental Authority has been issued and is wire transfer of immediately available funds to an account designated in effect making the Merger illegal or otherwise prohibiting consummation advance of the Merger. The Company may waive any Company Closing Condition specified in this Section 6.2 Date by a written waiver delivered to Parent and MergerSub at any time prior to or at Closingthe Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bristow Group Inc)

Company Closing Conditions. The obligation of the Company to consummate the Merger and effect a Closing with respect to take the other actions that it each Purchaser is required to take at Closing is also subject to the satisfaction of each or, to the extent permitted by applicable Law, waiver by the Company at or prior to the Closing of the following conditions (the "Company Closing Conditions") prior to or at Closingconditions: (ai) (A) the representations and warranties of Parent and MergerSub such Purchaser set forth in Article 4 are IV hereof (other than Sections 4.01, 4.02 and 4.04) shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date as if though made at on and as of Closing such date (other than representations and warranties except to the extent that address matters only as such representation or warranty speaks of a certain an earlier date, in which need case such representation or warranty shall be true and correct in all material respects only as of that such date), except where the failure of such representation and warranties to be so true and correct would not, individually or in the extent that aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of such Purchaser to fully perform its covenants and obligations under this Agreement and (B) the representations and warranties are qualified by the term "of such Purchaser set forth in Sections 4.01, 4.02 and 4.04 shall be true in all material respects," in which case such representations respects as of the date of this Agreement and warranties as so written shall be true and correct in all respects on of the Closing Date as if though made at on and as of Closing (other than representations and warranties that address matters only as of a certain such date, which need be true and correct in all respects only as of that date); (bii) Parent and MergerSub each Purchaser shall have performed, complied with or satisfied performed in all material respects all of the their respective obligations, agreements and conditions under its obligations required to be performed by it pursuant to this Agreement that they are required to perform, comply with or satisfy at or prior to the Closing; (c) Shareholder Approval has been obtained; and (diii) no temporary restraining order, preliminary or permanent injunction or other Order issued by a court or Governmental Authority has been issued and is in effect making the Merger illegal or otherwise prohibiting consummation of the Merger. The Company may waive any Company Closing Condition specified in this Section 6.2 by a written waiver each Purchaser shall have delivered to Parent and MergerSub at any time prior the Company all deliverables required to or at Closingbe delivered by such Purchaser pursuant to Section 2.04(b).

Appears in 1 contract

Samples: Series B Redeemable Preferred Stock Purchase Agreement (Rosehill Resources Inc.)

Company Closing Conditions. The obligation of the Company to consummate effect the Merger and to take the other actions that it is required to take at Closing is also subject to the satisfaction of each or, to the extent permitted by applicable Law, waiver by the Company at or prior to the Closing of the following conditions (the "Company Closing Conditions") prior to or at Closingconditions: (ai) (A) the representations and warranties of Parent and MergerSub the Purchasers set forth in Article 4 are IV hereof (other than Sections 4.01, 4.02 and 4.04) shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date as if though made at on and as of Closing such date (other than representations and warranties except to the extent that address matters only as such representation or warranty speaks of a certain an earlier date, in which need case such representation or warranty shall be true and correct in all material respects only as of that such date), except where the failure of such representation and warranties to be so true and correct would not, individually or in the extent that such aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of the Purchasers to fully perform its covenants and obligations under this Agreement and (B) the representations and warranties are qualified by of the term "Purchasers set forth in Sections 4.01, 4.02 and 4.04 shall be true in all material respects," in which case such representations respects as of the date of this Agreement and warranties as so written shall be true and correct in all respects on of the Closing Date as if though made at on and as of Closing (other than representations and warranties that address matters only as of a certain such date, which need be true and correct in all respects only as of that date); (bii) Parent and MergerSub each Purchaser shall have performed, complied with or satisfied performed in all material respects all of the their respective obligations, agreements and conditions under its obligations required to be performed by it pursuant to this Agreement that they are required to perform, comply with or satisfy at or prior to the Closing; (ciii) Shareholder Approval the Company shall have received a certificate signed on behalf of the Purchasers by an authorized representative of the Purchasers’ general partner or investment manager (or Person exercising similar authority) certifying to the effect that the conditions set forth in Section 2.04(c)(i) and Section 2.04(c)(ii) have been satisfied; (iv) the Company shall have received a counterpart of the Warrant Agreement and Registration Rights Agreement, duly executed by the Purchasers; (v) the Company shall have received a cross-receipt executed by each Purchaser and delivered to the Company certifying that it has been obtainedreceived from the Company (A) the number of shares of Preferred Stock set forth opposite such Purchaser’s name on Schedule A and (B) the Warrants with respect to the number of Warrant Shares set forth opposite such Purchaser’s name on Schedule A; (vi) the Company shall have received at the Closing payment of each Purchaser’s Funding Obligation by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Company; and (dvii) no temporary restraining order, preliminary or permanent injunction or other Order issued by the Company shall have received a court or Governmental Authority has been issued and is in effect making the Merger illegal or otherwise prohibiting consummation counterpart of the Merger. The Company may waive any Company Closing Condition specified in this Section 6.2 Standstill and Voting Agreement, duly executed by a written waiver delivered to Parent and MergerSub at any time prior to or at Closingeach of the Purchasers.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Carrizo Oil & Gas Inc)