Conditions of the Buyer. The obligation of the Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions:
(a) the representations and warranties of the Seller in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date);
(b) the Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller by the Closing Date;
(c) no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Vessel Owning Subsidiary;
(d) the Buyer shall have consummated the Initial Public Offering and, in connection therewith, obtained the funds necessary to consummate the purchase and sale of the Shares of the Vessel Owning Subsidiary, and to pay all related fees and expenses;
(e) the Buyer shall have received written consents from all third parties necessary or appropriate to effect the purchase and sale of the Shares of the Vessel Owning Subsidiary, other than such consents the absence of which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), assets, properties, business or prospects of such Vessel Owning Subsidiary or prevent the consummation of the transactions contemplated hereby; and
(f) all proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Buyer and its counsel, and the Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.
Conditions of the Buyer. The obligation of the Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Seller in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date);
(b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller by the Closing Date;
(c) The results of the searches, surveys, tests and inspections of the Vessel referred to in Section 7.01(h) of this Agreement are reasonably satisfactory to the Buyer;
(d) The Buyer shall have obtained the funds necessary to consummate the purchase and sale of the Shares, and to pay all related fees and expenses; and
(e) All proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Buyer and its counsel, and the Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.
Conditions of the Buyer. The obligation of the Buyer to consummate the transactions contemplated hereby and in the other Related Documents is additionally subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent:
Conditions of the Buyer. The obligation of the Buyer to consummate the Closing and to take the actions required to be taken thereby at the Closing is subject to the satisfaction or waiver by the Buyer of the following additional conditions:
Conditions of the Buyer. The obligations of the Buyer to complete the Stock Purchase are subject to satisfaction or waiver of each of the following conditions precedent:
Conditions of the Buyer. The Buyer shall be obliged to complete the Closing only if each of the conditions precedent set out in the following Subsections of this Section 4.1 have been satisfied in full at or before the Closing Time. Each of such conditions precedent is for the exclusive benefit of the Buyer, and the Buyer may waive any of them in whole or in part in writing.
Conditions of the Buyer. The obligation of the Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by the Buyer) on or prior to each respective Closing Date of the following conditions:
(a) the representations and warranties of the Seller in this Agreement shall be true and correct in all material respects as of each respective Closing Date as though made on each respective Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date);
(b) the Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller by each respective Closing Date;
(c) no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Vessel Owning Subsidiaries;
Conditions of the Buyer s Obligations at the Share Closing. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions:
(a) The representations and warranties of the Company contained in Section 2 hereof shall be true, correct and complete in all material respects on the Share Closing Date with the same force and effect as though made on and as of such date.
(b) The FCI Closing shall have occurred.
(c) The Company and its subsidiaries, taken as a whole, shall not have suffered, since the date hereof, any change, circumstance or effect or any breach of the provisions of this Agreement that, individually or in the aggregate with all other changes, circumstances and effects or breaches, is or would reasonably be expected to be materially adverse to (i) the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement (each, a "Material Adverse Effect"); provided, however, that a Material Adverse Effect shall not be deemed to have occurred with respect to any change, circumstance or effect relating to (x) the economy or financial markets in general, (y) in general, the industries in which the Company or its subsidiaries operate and not specifically relating to the Company or its subsidiaries or (z) the trading price of the Company as reported by the National Market System of the NASDAQ Stock Market.
(d) If applicable, the waiting period (and any extension thereof) relating to the transactions contemplated hereby under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, shall have been terminated or shall have expired.
Conditions of the Buyer. The obligation of the Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions: (a) The representations and warranties of the Sellers in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date);
Conditions of the Buyer. 43 6.3 Conditions of Parent and the Seller.......................45 SECTION 7. TERMINATION...............................................45
