Condition to Obligations of All Parties Sample Clauses

Condition to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of the following condition: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of prohibiting the transactions contemplated by this Agreement.
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Condition to Obligations of All Parties. The obligations of the parties hereto to consummate the transactions contemplated by this Securities Repurchase Agreement shall be subject to the satisfaction or waiver by the Investor, in its sole discretion, and the Issuer Parties, in their sole discretion at or before the Repurchase Closing, of the following condition:
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Condition to Obligations of All Parties. The obligation of each party --------------------------------------- to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, as of the Closing, of the following conditions unless waived by them: all consents required hereunder shall have been obtained and no action, suit or proceeding shall be pending or threatened before any court or quasi judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; or (iii) otherwise impair the ability of any of the parties to close this Agreement.
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Condition to Obligations of All Parties. The parties’ obligations hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: (a) Each of Blue Sphere, York and Buyer shall have executed and delivered to the other: (i) the amended and restated limited liability company agreement of Buyer together with all exhibits thereto in form satisfactory to Buyer dated the Closing Date; and (ii) the Development Agreement, together with all exhibits and schedules thereto and closing deliverables thereunder, in form satisfactory to Buyer; and (iii) the transactions contemplated under such agreements and documents shall have been consummated.
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Condition to Obligations of All Parties. The obligations of each of Buyer and the Sellers to consummate the Transactions shall be subject to the satisfaction, at or prior to the Closing, of the condition that the consummation of the Transactions shall not be restrained, enjoined or prohibited by any Order and there shall not have been any Law enacted, promulgated or deemed applicable to the Transactions by any Governmental Authority that prevents the consummation of the Transactions or has the effect of making such consummation thereof illegal.
Sample 1
Condition to Obligations of All Parties. The obligation of each Party to consummate the transactions contemplated by Section 1 hereof on and following (as applicable) the Closing Date is subject to the fulfillment to the reasonable satisfaction (except with respect to Section 4.1(b)(ii)) of each Party (or to waiver thereby) at or prior to the Closing of each of the following additional conditions: (a) each Party having duly executed and delivered to the other Party the License Agreement and the License Agreement being in full force and effect on the Closing Date. (b) KnowFat’s completion in accordance with applicable law of the earlier to occur of (i) the offering and issuance of shares of Series C Convertible Preferred Stock (with the powers, designations, preferences, rights, qualifications, limitations and restrictions consistent with, and substantially similar to, those powers, designations, preferences, rights qualifications, limitations and restrictions of KnowFat’s Series A Preferred Stock and Series B Convertible Preferred Stock) at a price no less than $6.50 per share, resulting in net proceeds to KnowFat of not less than $5,000,000, or (ii) to the sole satisfaction of GFVentures, the completion of an issuance of such Series C Convertible Preferred Stock at a lower price and/or resulting in a lower amount of net proceeds. In the event the Closing occurs following the completion of an issuance under clause (ii) of this Section 4.1(b), GFVentures shall, subject to applicable securities laws, provide commercially reasonable cooperation to KnowFat to the extent reasonably requested thereby in connection with the completion of an offering consistent with clause (i) of this Section 4.1(b).
Sample 1
Condition to Obligations of All Parties. The obligations of each Party to consummate the Transactions shall be subject to the fulfillment, at or prior to the Closing, of the following condition: no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Action which is in effect and has the effect of making the Transactions illegal, otherwise restraining or prohibiting consummation of such Transactions or causing any of the Transactions to be rescinded following completion thereof. Section 7.02 Conditions to Obligations of Purchaser. The obligations of Purchaser and Merger
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Condition to Obligations of All Parties. The respective obligations of each Party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following condition:
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Related to Condition to Obligations of All Parties

  • Conditions to Obligations of All Parties The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • Conditions to Obligations of the Parties The obligation of the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Exchange Closing Date, of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i): (a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Purchaser shall have delivered, or caused to be delivered, to Sellers: (i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser; (ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser; (iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied; (iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto; (v) the Equity Registration Rights Agreement, duly executed by Purchaser;

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of Each Party The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6:

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