CONDITIONS 58 Clause Samples

CONDITIONS 58. Conditions to Each Party’s Obligation to Consummate the Transactions 58 Section 6.02 Conditions to Obligations of PubCo Entities 59 Section 6.03 Conditions to Obligation of the Company 60 Section 6.04 Frustration of Closing Conditions 61 ARTICLE VII. TERMINATION, AMENDMENT AND WAIVER 61 Section 7.01 Termination by Mutual Consent 61 Section 7.02 Termination by Either PubCo or the Company 61 Section 7.03 Termination by the Company 62 Section 7.04 Termination by PubCo 62 Section 7.05 Effect of Termination 63 Section 7.06 Fees and Expenses Following Termination 63 ARTICLE VIII. [INTENTIONALLY LEFT BLANK] 65 ARTICLE IX. MISCELLANEOUS 65 Section 9.01 Certain Definitions 65 Section 9.02 Interpretation 72 Section 9.03 No Survival 73 Section 9.04 Governing Law 73 Section 9.05 Submission to Jurisdiction; Service 73 Section 9.06 WAIVER OF JURY TRIAL 74 Section 9.07 Notices 74 Section 9.08 Amendment 75 Section 9.09 Extension; Waiver 75 Section 9.10 Entire Agreement 75 Section 9.11 No Third-Party Beneficiaries 75 Section 9.12 Severability 75 Section 9.13 Rules of Construction 76 Section 9.14 Assignment 76 Section 9.15 Remedies 76 Section 9.16 Specific Performance 76 Section 9.17 Counterparts; Effectiveness 77 Section 9.18 Non-Recourse 77 Company Disclosure Letter PubCo Disclosure Letter Exhibit A: Form of PubCo Voting Agreement Exhibit B: Form of Lockup Agreement Exhibit C: Form of Company Voting Agreement THIS AGREEMENT AND PLAN OF MERGER, dated as of March 7, 2025 (this “Agreement”), by and among Avalon GloboCare Corp., a Delaware corporation (“PubCo”), Nexus MergerSub Limited, a business company incorporated in the British Virgin Islands and a wholly owned subsidiary of PubCo (“Merger Sub”, and together with PubCo, the “PubCo Entities”), and YOOV Group Holding Limited, a business company incorporated in the British Virgin Islands (the “Company”, and collectively with PubCo and Merger Sub, the “Parties” and each individually, a “Party”).
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Related to CONDITIONS 58

  • 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.

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Weather Conditions In the event of temporary suspension of work or during inclement weather or whenever the OWNER shall direct, the CONSTRUCTION MANAGER will, and will cause its Subcontractors to protect carefully its and their work and material against damage or injury from the weather. If, in the opinion of the OWNER, any Work or material shall have been damaged or injured by reason of failure on the part of the CONSTRUCTION MANAGER or any of its Subcontractors so to protect his work, said materials shall be removed and replaced at the expense of the CONSTRUCTION MANAGER.

  • Conditions to Buyer’s Obligations The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law: