Conditions of Obligations of the Company. The obligation of the Company to effect the Merger is subject to the satisfaction of the following conditions, unless waived in writing by the Company:
Conditions of Obligations of the Company. The obligations of the Company under this Agreement are subject to the accuracy of the representations and warranties of the Investor made in Section 4 hereof in all material respects, to the performance by the Investor of its other obligations under this Agreement to be performed at or prior to the Closing and to the further condition that all other Investors shall concurrently make the Investments contemplated to be made in connection with this Offering. If any of the conditions specified in this Section 8 have not been fulfilled in all material respects when and as required by this Agreement to be fulfilled, the Company may cancel this Agreement and all its obligations under this Agreement by notifying the Investor of such cancellation in writing or by telegram at any time at or before the Closing and any such cancellation will be without liability or obligation of any party to any other party (except in the case of willful breach).
Conditions of Obligations of the Company. The obligations of the Company to effect the Merger are further subject to the satisfaction at or prior to the Closing Date of the following conditions, unless waived in writing by the Company:
(a) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct in all material respects (except for representations and warranties qualified by materiality which shall be true and correct in all respects) as of the date of this Agreement and, except for representations and warranties that speak as of a specific date other than the Closing Date (which need only be true and correct in all respects as of such date), as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date.
(b) Parent and Merger Sub shall have performed and complied, in all material respects, with all obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date.
(c) The Company shall have received from Parent an officer's certificate certifying to the fulfillment of the conditions specified in Section 8.2(a), 8.2(b) and 8.2(d).
(d) From the date of this Agreement through the Effective Time, Parent shall not have suffered a Parent Material Adverse Effect and no events or facts which would reasonably be expected to have a Parent Material Adverse Effect shall have occurred or arisen.
(e) The Company shall have received an opinion of Troop Xxxxxxx Xxxxxx Xxxxxxx & Xxxxx, LLP in form and substance reasonably satisfactory to the Company, dated as of the date of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in the opinion, for United States federal income tax purposes, the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code. In rendering such opinion, Troop Xxxxxxx Pasich Reddick & Xxxxx, LLP may request, receive and rely upon representations contained in the certifications of Parent, Merger Sub, the Company and others, and Parent, Merger Sub and the Company agree to provide such certifications as Troop Xxxxxxx Pasich Reddick & Xxxxx, LLP may reasonably request.
(f) The Company shall have received a legal opinion from counsel to Parent in a form reasonably satisfactory to the Company.
Conditions of Obligations of the Company. The obligation of the Company to effect the Merger is subject to the satisfaction of the following conditions, on or prior to the Closing Date, unless waived by the Company:
Conditions of Obligations of the Company. The obligation of the Company to effect the Merger is further subject to the satisfaction at or prior to the Closing Date of the following conditions, unless waived by the Company:
(a) The representations and warranties of Parent set forth in this Agreement shall be true and correct as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except if and to the extent any failures to be true and correct would not, in the aggregate, have a Parent Material Adverse Effect.
(b) From the date of this Agreement through the Closing Date, except as set forth in Section 4.07 of the Parent Disclosure Schedule, Parent shall not have suffered any Parent Material Adverse Effect (other than changes generally affecting the industries in which Parent operates, including changes due to actual or proposed changes in law or regulation).
(c) Parent shall have performed all obligations, including but not limited to those obligations described in Section 5.03, required to be performed by it under this Agreement at or prior to the Closing Date, except where any failures to perform would not, in the aggregate, have a Parent Material Adverse Effect.
(d) At the Closing, Parent and Acquisition Sub shall have furnished the Company with copies of resolutions duly adopted by their respective Boards of Directors approving the execution and delivery of this Agreement and all other necessary or proper corporate action to enable them to comply with the terms of this Agreement, such resolutions to be certified by the Secretary or Assistant Secretary of Parent.
(e) At the Closing, the Parent shall have furnished the Company with an opinion, dated the Closing Date, of counsel to the Parent and Acquisition Sub, in form and substance satisfactory to the Company and its counsel, to the effect that:
(i) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Mexico;
(ii) Acquisition Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota, and each of Parent's other subsidiaries is a corporation duly incorporated, validly existing and in ...
Conditions of Obligations of the Company. The obligation of the Company to effect the Merger is subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by the Company: (a)
Conditions of Obligations of the Company. The obligation of the Company to effect the Merger is subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by the Company:
(a) Representations and Warranties of Parent and Merger Sub. Each of the representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except where the failure to be so true and correct (without giving effect to the individual materiality qualifications and thresholds otherwise contained in Section 3.2 hereof) would not in the aggregate have a Material Adverse Effect on Parent, and the Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer and the Chief Financial Officer of Parent to such effect.
(b) Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer and the Chief Financial Officer of Parent to such effect.
Conditions of Obligations of the Company. The Company's obligations under this Agreement are subject to the fulfillment to its reasonable satisfaction on or prior to the Closing Date of each of the following conditions:
Conditions of Obligations of the Company. The obligations of the Company to effect the Merger are subject to the satisfaction of the following conditions (which may be waived in whole or in part by the Company): (a) Parent and Merger Sub shall have performed all of the obligations required to be performed by it under this Agreement on or before the Closing Date; (b) the representations and warranties of Parent and Merger Sub shall be true and correct as of the date hereof and, except to the extent such representations and warranties speak as of an earlier date, as of the Effective Time, as though made at and as of the Effective Time; and the Company shall have received a certificate from an authorized officer of Parent and Merger Sub concerning the matters set forth in clauses (a) and (b) of this Section 6.5; and (c) Parent and Merger Sub shall have obtained all Consents required from Governmental Authorities and other third parties, if any, required for the consummation of the Merger and the transactions contemplated hereby.
Conditions of Obligations of the Company. The obligations of the Company to effect the Exchange are subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by the Company:
