Conditions of Approved Sale Sample Clauses

Conditions of Approved Sale. If the Approved Sale is structured as a merger or consolidation, Eclipse shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation. Eclipse shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as may reasonably be requested by PCTEL. The obligations of Eclipse with respect to an Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, both Members shall receive the same form of consideration and the same amount of consideration for their Membership Interests (subject to ratable adjustment for their relative Percentage Interests and taking into account any differences in their Capital Accounts and the allocations and Distributions associated with their Membership Interests); and (ii) if either Member is given an option as to the form and amount of consideration to be received, both Members shall be given the same option. Each Member will bear its pro rata share (subject to ratable adjustment for their relative Percentage Interests) of the costs of any sale of Membership Interests pursuant to an Approved Sale to the extent such costs are incurred for the benefit of both Members and are not otherwise paid by the Company or the acquiring party. For purposes of this Section 9.6(B)(i), costs incurred in exercising reasonable efforts to take all actions in connection with the consummation of an Approved Sale shall be deemed to be for the benefit of all Members. Costs incurred by a Member on its own behalf will not be considered costs of the transaction hereunder.
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Related to Conditions of Approved Sale

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND The obligations of the Acquired Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing:

  • Conditions to Obligations of the Buyer The obligations of the Buyer 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, any of which may be waived in writing by the Buyer in its sole discretion:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer under this Agreement shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived by the Buyer:

  • Conditions of U S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

  • FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Selling Trust, on behalf of the Acquired Fund, or the Acquiring Trust, on behalf of the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions of Sale The obligation of the Company to sell the Securities to be sold at the Closing is subject to satisfaction or waiver of each of the following conditions precedent:

  • Conditions to the Obligations of the Buyer The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by the Buyer but only in writing):

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