Conditions Precedent to Company Obligations Sample Clauses

Conditions Precedent to Company Obligations. The obligation of the Company to perform its obligations under this Agreement is conditioned upon: (a) The execution and delivery by Lancaster of this Agreement; (b) The simultaneous closing by the Company and all other parties on the 1997 Recapitalization and the Zig Zag(R) Acquisition; (c) The delivery by Lancaster at Closing of such documents and instruments, including (A) the Forms UCC-3 Termination Statements and (B) the Release and Reassignment, as identified on Schedule II hereto, as (i) the Company may reasonably require to satisfy, at Company expense, all recorded liens held by Lancaster on the Company's assets; and (ii) as any other senior secured note holder or lender, with the Company, may reasonably request in connection with terminating Lancaster's liens on Company assets and perfecting in favor of such Person liens in their favor thereon; and (d) the delivery by Lancaster to the Company for cancellation of the original PIK Notes (as defined in the Second Amended Lancaster Agreement), which are the only Notes outstanding under the Second Amended Lancaster Agreement.
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Conditions Precedent to Company Obligations. Subject to Section 10.03, the Relevant Purchasers' obligations to effectuate the Closing on the Closing Date are subject to the satisfaction of the following conditions precedent (collectively, the "Seller Closing Conditions") on or before the Closing (unless waived in whole or in part by the Relevant Purchasers in writing):
Sample 1
Conditions Precedent to Company Obligations. The obligation of the Company to consummate the sale of Shares in any Closing shall be further subject to the satisfaction of each of the following conditions precedent on or before the date of such Closing: (a) The representations and warranties made by Purchaser in Section 3.2 hereof shall be true and correct in all material respects on and as of the date of the applicable Closing. (b) No material default by Purchaser shall exist under the License Agreement as of the date of such Closing. (c) No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated by this Agreement or under the License Agreement shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the transactions contemplated by this Agreement or under the License Agreement that makes consummation of the transactions contemplated by this Agreement or under the License Agreement illegal. (d) The Company shall not be required to obtain stockholder approval of the issuance of the Shares applicable to the given Closing in order to comply with the Marketplace Rules of the Nasdaq Stock Market or similar stockholder voting requirements that may be imposed on the Company by any other established stock exchange or national market system on which the Common Stock is traded or listed. (e) Notwithstanding anything to the contrary herein, the Company shall not be required to issue any shares of Common Stock hereunder if, as a result of such issuance, Purchaser would beneficially own more than such number of shares as would require approval of such issuance, this Agreement or the License Agreement by the Company’s stockholders in order to comply with the Marketplace Rules of the Nasdaq Stock Market or similar stockholder voting requirements that may be imposed on the Company by any other established stock exchange or national market system on which the Common Stock is traded or listed. In such case, the Company shall be required to issue such number of Shares as could be issued to Purchaser without exceeding the limitation set forth above.
Sample 1
Conditions Precedent to Company Obligations. Subject to Section 10.03, the Relevant Contributees' obligations to effectuate the Tranche 1 Closing, the Tranche 2 Closing and the Tranche 3 Closing on the applicable Closing Date are subject to the satisfaction of the following conditions precedent (collectively, the "Contributor Closing Conditions") on or before the applicable Closing (unless waived in whole or in part by the Relevant Contributees in writing):
Sample 1

Related to Conditions Precedent to Company Obligations

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to Buyer’s Obligations Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

  • Conditions Precedent to Seller’s Obligations The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

  • Conditions Precedent to Obligations to Consummate 9.1 Conditions to Obligations of Each Party. The respective obligations of each Party to perform this Agreement and to consummate the Merger are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6 of this Agreement:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser, in its sole discretion, in whole or in part): (a) each of the parties to the Transaction Documents, other than the Purchaser, shall have executed and delivered to the Purchaser the Transaction Documents; (b) there shall have been no change, event, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect in the Business, results of operations or condition (financial or otherwise) of the Group Companies, taken as a whole; (c) (i) the representations and warranties in the Company Fundamental Warranties and the Seller Fundamental Warranties shall be true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties set forth in Article III and Article IV (other than the Company Fundamental Warranties and the Seller Fundamental Warranties) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, in each case of (A) and (B), other than such representations and warranties that relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date); (d) the Parties other than the Purchaser shall have performed and complied with, in all material respects, each of the obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (e) there shall have been no Legal Proceeding pending against the Seller or any Group Company, which may prohibit or restrict the transaction contemplated under this Agreement or have any Material Adverse Effect on the Business or any Group Company; (f) no Group Company shall have been an obligor under any Indebtedness other than any indebtedness incurred or arising in the ordinary course of Business; (g) each of the Outgoing Directors shall have delivered to the board of the directors of the BVI Holdco, the HK Holdco or the Company, as applicable, the signed but undated Resignation and Release Letter; and (h) the Purchaser shall have received a certificate jointly signed by the Parties other than the Purchaser, dated the Closing Date, certifying that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e), Section 7.2(f) and Section 7.2(g) have been satisfied.

  • Conditions Precedent to Obligation of Seller The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion: (a) Seller shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement. (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3. (c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing. (d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

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