Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions: (a) no provision of any applicable Law, and no Order shall prohibit or impose any condition on the consummation of the Closing, (b) there shall not be pending any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing, and (c) the Business Combination Tender Offer shall have been completed and Parent shall have accepted the shares of Parent Common Stock validly tendered and not validly withdrawn pursuant to the Tender Offer and no more than a number of shares of the Parent Common Stock equal to eighty-three percent (83%) of the IPO Shares as defined in the Parent’s Amended and Restated Memorandum and Article of Association shall have been validly tendered and not validly withdrawn prior to the expiration of the Business Combination Tender Offer.
Appears in 8 contracts
Samples: Stock Purchase Agreement (Prime Acquisition Corp), Stock Purchase Agreement (Prime Acquisition Corp), Stock Purchase Agreement (Prime Acquisition Corp)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions: (a) no provision of any applicable Law, and no Order shall prohibit or impose any condition on the consummation of the Closing, (b) there shall not be pending any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing, and (c) the Business Combination Tender Offer shall have been completed and Parent shall have accepted the shares of Parent Parent’s Common Stock validly tendered and not validly withdrawn pursuant to the Tender Offer and no more than a number of shares of the Parent Parent’s Common Stock equal to eighty-three percent (83%) of the IPO Shares as defined in the Parent’s Amended and Restated Memorandum and Article of Association shall have been validly tendered and not validly withdrawn prior to the expiration of the Business Combination Tender OfferOffer and (d) the Escrow Agent shall have entered into and delivered a counterpart signature page of the Escrow Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Prime Acquisition Corp), Purchase Agreement (Prime Acquisition Corp)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions: (a) no provision of any applicable Law, and no Order shall prohibit or impose any condition on the consummation of the Closing, (b) there shall not be pending any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing, and (c) the Business Combination Tender Offer shall have been completed and Parent conducted in accordance with Section 5.10, Buyer shall have accepted the shares of Parent Buyer Common Stock validly tendered and not validly withdrawn pursuant to the Tender Offer and no more than a number of shares of the Parent Buyer Common Stock equal to eighty-three percent (83%) of the IPO Shares as defined in the Parent’s Amended and Restated Memorandum and Article of Association shall have been validly tendered and not validly withdrawn prior to the expiration of the Business Combination Tender Offer.
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