Completion of Transaction. The Company has no Knowledge of any fact or circumstances relating to or affecting the Company or its Subsidiaries that it reasonably believes would prevent the Company from fulfilling its material obligations under this Agreement and completing the transactions contemplated hereby.
Completion of Transaction. Parent has no Knowledge of any fact or circumstances relating to or affecting Parent or its Subsidiaries that it reasonably believes would prevent Parent or Merger Sub from fulfilling their material obligations under this Agreement and completing the transactions contemplated hereby.
Completion of Transaction. To the knowledge of Novicius, no event has occurred or condition exists which is reasonably likely to prevent the Transaction from being completed.
Completion of Transaction. 8.1 In the event for any reason SCS, Inc. fails to complete the transaction involving the assignment of the License Agreement to Licensee by March 1, 1997, this Agreement shall be null and void.
Completion of Transaction. To Company’s Knowledge, there is no fact or circumstance relating to or affecting Company that it reasonably believes would prevent Company from fulfilling its material obligations under this Agreement and completing the transactions contemplated hereby or thereby or that would, without the incurrence of undue expense or time, prevent Company from obtaining the Requisite Regulatory Approvals from any Governmental Entity.
Completion of Transaction. Each Party will act in good faith to finalize negotiations of the terms of the Transaction; complete its diligence review; execute a Definitive Agreement containing such terms, conditions, covenants, representations and warranties as are reasonable and customary in similar transactions; and close the Transaction.
Completion of Transaction. There is no fact or circumstance relating to or affecting Parent or any of their Subsidiaries that they reasonably believe would prevent Parent from fulfilling its material obligations under this Agreement and completing the transactions contemplated hereby or thereby or that would, without the incurrence of undue expense or time, prevent Parent or any of their Subsidiaries from obtaining all necessary regulatory approvals including the Requisite Regulatory Approvals from any Governmental Entity or of the transactions contemplated by this Agreement.
Completion of Transaction. WHAI shall have closed the transaction with Superior Acquisition, Inc. at a purchase price of less than four (4) times Trailing EBITA prior to or at the Closing Date.
Completion of Transaction. PCBC has no Knowledge of any fact or circumstances relating to or affecting PCBC or its Subsidiaries that it reasonably believes would prevent PCBC, PCBNA or Newco from fulfilling their material obligations under this Agreement and the Merger Agreement and completing the transactions contemplated hereby and thereby or that would, without the incurrence of undue expense or time, prevent PCBC, PCBNA or Newco from obtaining all necessary regulatory approvals of the transaction contemplated by this Agreement. PCBC and PCBNA are both “well capitalized” as defined by applicable federal regulations as of the date of this Agreement and will be “well capitalized” immediately following completion of the Merger, without the need to raise additional capital.
Completion of Transaction. In the event that CPK fails to exercise its right to purchase New Securities set forth in this Section 6 within the time periods set forth in this Section 6, the Company shall have one hundred eighty (180) days thereafter to consummate the sale of such New Securities for which CPK did not exercise its option, at a price and upon general terms no more favorable to the purchasers thereof than specified in the notice provided to CPK pursuant to Section 6.2(a). In the event the Company has not sold such shares of capital stock within said one hundred eighty (180) day period, the Company shall not thereafter issue or sell any New Securities in an equity financing without first offering such New Securities to CPK in the manner provided above.
