Conditions of the Parties. The obligation of the Sellers to sell the Shares and the obligation of the Buyer to purchase the Shares is subject to the satisfaction (or waiver by each of the Sellers and the Buyer) on or prior to the Closing Date of the following conditions:
(a) The Sellers shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including, but not limited to, with respect to the Lease Agreement and the Golar LNG Partners Credit Facility) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the Shares;
(b) 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 Shares; and
(c) The Buyer, 2226 Ltd and Golar shall have entered into the Option Agreement in the form attached as Exhibit I hereto.
Conditions of the Parties. The obligation of the Parties to effect the contributions, purchases, transfers, sales and equity issuances set forth in Article II of this Agreement is subject to the satisfaction (or waiver by each of the Parties) on or prior to the Closing Date of the following conditions:
(a) Seadrill and the Transferred Subsidiaries, as applicable, shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including with respect to the Transferred Subsidiary Contracts and the Rig Financing Agreements) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any Environmental Laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder;
(b) No legal or regulatory action or proceeding shall be pending or threatened by any governmental authority to enjoin, restrict or prohibit the transactions contemplated hereunder;
(c) Seadrill and the Company shall have entered into a letter agreement substantially in the form attached as Exhibit A;
(d) Seadrill Gulf Xxxx and Seadrill Americas shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory to the parties thereto; and
(e) The Company and Capricorn Holdings shall have obtained funds in order to consummate the transactions contemplated hereunder.
Conditions of the Parties. The obligation of Seller to sell the Shares and the obligation of Buyer to purchase the Shares is subject to the satisfaction (or waiver by each of Seller and Buyer) on or prior to the Closing Date of the following conditions:
(a) The Seller shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including, but not limited to, with respect to the Contracts and the Golar LNG Partners Credit Facility) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the Shares; and
(b) 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 Shares.
Conditions of the Parties. The obligation of the Parties to effect the contributions, purchases, sales and equity issuances set forth in Article II of this Agreement is subject to the satisfaction (or waiver by each of the Parties) on or prior to the Closing Date of the following conditions:
(a) Seadrill and the Transferred Subsidiaries, as applicable, shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including with respect to the Transferred Subsidiary Contracts and the Financing Agreements) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any Environmental Laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder;
(b) No legal or regulatory action or proceeding shall be pending or threatened by any governmental authority to enjoin, restrict or prohibit the transactions contemplated hereunder;
(c) Seadrill and the Rig Owning Subsidiaries shall have entered into the intercompany loan agreements relating to the Rigs substantially in the form set forth on Exhibit I hereto;
(d) Seadrill Ghana, Seadrill Xxx, Seadrill, Tullow Ghana Limited and Tullow Côte d’ Ivoire Exploration Limited shall have entered into the Xxxx Xxx Novation Agreement;
(e) BP, Seadrill, Seadrill Americas and Seadrill Gulf Sirius shall have entered into the West Sirius Drilling Contract Assignment Agreement;
(f) Seadrill Americas and Seadrill Gulf Sirius shall have entered into the West Sirius Bareboat Assignment Agreement;
(g) BP, Seadrill, Seadrill Americas and Seadrill Gulf Sirius shall have entered into the 2014 West Sirius Drilling Contract Assignment Agreement;
(h) Seadrill Gulf Sirius and Seadrill Americas shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory to the parties thereto;
(i) Seadrill Ghana and Seadrill Management AME Ltd., a Bermuda company, shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory to the parties thereto; and
(j) The Company and Seadrill Capricorn Holdings shall have obtained funds in order to consummate the transactions contemplated hereunder.
Conditions of the Parties. The obligation of the Seller to sell the Membership Interests and the obligation of the Buyer to purchase the Membership Interests is subject to the satisfaction (or waiver by each of the Seller and the Buyer) on or prior to the Closing Date of the following conditions:
(a) The Seller shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including, but not limited to, with respect to the Charter, the Xxxxx Credit Facility and the Golar LNG Partners Credit Facility) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the Membership Interests; and
(b) 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 Membership Interests.
Conditions of the Parties. The obligation of Seller to sell the Shares and the obligation of Buyer to purchase the Shares is subject to the satisfaction (or waiver by each of Seller and Buyer) on or prior to the Closing Date of the following conditions:
Conditions of the Parties. The obligations of Sellers, on the ------------------------- one hand, and Buyer and NBP, on the other hand (considering Sellers to be one party and Buyer and NBP to be one party for this Section 6.1):
(a) The other party's representations and warranties in this Agreement shall be true and correct in all material respects (or, in the case of any representation or warranty that expressly contains a materiality or similar qualification, in all respects) at and as of the Closing as though made at and as of such time, except for changes contemplated by the this Agreement, and except to the extent that a different time is specifically stated in any such representation and warranty; and the other party's covenants and agreements in this Agreement shall have been performed or complied with in all material respects at or prior to the Closing;
(b) Buyer and NBP, on the one hand, or each Seller, on the other hand, shall have delivered a certificate executed by (i) if such party is a corporation, such party's President and Secretary, (ii) if such party is a partnership or limited liability company, a general partner or authorized member or manager of such party or (iii) if such party is an individual, such individual, in each case, dated the Closing Date, certifying the fulfillment of the condition in Section 6.1(a) and, in the case of each Seller, the conditions in Section 6.2(d) and (e);
(c) Each party (other than Buyer, NBP, Sellers, Sellers' Agent or Aurora Communications) whose execution and delivery is necessary for effectiveness thereof shall have executed and delivered the agreements contemplated by Section 2.4(e) and the Partnership Rights Agreements, as applicable, and the Employment Termination and Non-Competition Agreement as contemplated by Section 2.4;
(d) The other party shall have delivered an opinion of counsel, dated the Closing Date, as agreed to by each party hereto;
(e) Final Orders granting the FCC's consent and approval to the transfer of control of the FCC Licenses for all of the Radio Stations to Buyer as contemplated by the Agreement shall have been obtained as contemplated by the definition of "Closing Date" in Section 1.1; and
(f) All applicable waiting periods shall have expired and all necessary approvals shall have been obtained under the HSR Act with respect to the Purchase and Exchange.
Conditions of the Parties. (a) The Company's obligation to purchase fractional shares pursuant to Section 1(e) is expressly conditioned upon the Purchasers delivering the Funding Amount to the Company in accordance with Section 2(b) .
(b) The Purchasers' obligations hereunder are expressly conditioned upon Shareholder Approval. Subject to Sections 1(g) and (2(d) above, the Purchasers’ obligations to contribute the Funding Amount and to commence, by themselves or through one or more affiliates, the Tender Offer are also expressly conditioned upon the resignation of the non-Purchaser members of the Company’s board of directors upon the Effective Date, provided that the Purchasers shall use their commercially reasonable efforts to cause the Company to concurrently fulfill its obligations under Section 1(g) .
Conditions of the Parties. The respective obligation of each Party to effect the Closing is subject to the satisfaction or, to the extent permitted by applicable Law, waiver at or prior to the Closing of each of the following conditions:
(a) the Shareholder Approval shall have been obtained;
(b) the Regulatory Approvals shall have been obtained; and
(c) no Law (including, for the avoidance of doubt, any Order) shall have been enacted or issued that is in effect and prohibits the Closing.
Conditions of the Parties. The obligation of the Parties to effect the purchase and sale set forth in Article II of this Agreement is subject to the satisfaction (or waiver by each of the Parties) on or prior to the Closing Date of the following conditions:
(a) Seadrill and Seadrill Polaris, as applicable, shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including with respect to the Transferred Subsidiary Contracts and the Rig Financing Agreements) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any Environmental Laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder;
(b) No legal or regulatory action or proceeding shall be pending or threatened by any governmental authority to enjoin, restrict or prohibit the transactions contemplated hereunder; and
(c) Seadrill Polaris and Seadrill Management AME Ltd. shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory to the parties thereto.
