Conditions Precedent to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment (unless waived in writing by the Buyer) at or prior to the Closing of each of the following additional conditions:
Conditions Precedent to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with Completion is subject to satisfaction of the following conditions:
(a) each of the Warranties (in each case as qualified by the Disclosure Letter) that is qualified as to materiality shall be true and correct in all respects at and as of the Completion Date (unless such Warranty speaks as of a different date, in which case such Warranty shall have been true and correct in all material respects at and as of such different date), and each of the Warranties (in each case as qualified by the Disclosure Letter) that is not so qualified shall be true and correct in all material respects at and as of the Completion Date (unless such Warranty speaks as of a different date, in which case such Warranty shall have been true and correct in all material respects at and as of such different date);
(b) the Seller and/or the Group Companies shall have made the notifications and/or received the consents and approvals (as appropriate) of third persons (other than Governmental Authorities) listed in Section 1 of Part B of the Disclosure Letter;
(c) the Seller shall have performed and complied in all material respects with all of its covenants and agreements under this Agreement up to and including Completion;
(d) since the Signing Date, there shall have been no event that has had or could reasonably be expected to have a Material Adverse Effect;
(e) the Seller shall have complied with its obligations under the Escrow Agreement;
(f) the Seller and the Participating Management Shareholders shall have provided Representations regarding each of their respective status as an accredited investor under US securities law in a form satisfactory to the Buyer’s counsel (acting reasonably);
(g) the current Chief Executive Officer and Chief Financial Officer of Invitel shall continue to hold those positions with Invitel as of the Completion Date pursuant to the terms of the Management Service Contracts, unless the reason for any such individual’s failure to hold such position is the death or disability of such individual;
(h) the Seller shall have delivered a confirmation from the insurer under Warranty Insurance Policy (the “Insurance Notice”) that, upon the payment of the amount set forth in the Insurance Notice to the account of the insurer stipulated therein, the Warranty Insurance Policy in the form provided to the Buyer pursuant to Clause 10.6 below shall be in full force and effect ...
Conditions Precedent to Obligation of the Buyer. The obligations of the Buyer with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver in writing on or prior to the Closing Date of all of the following conditions. The Buyer shall have the right to waive any condition not so satisfied.
Conditions Precedent to Obligation of the Buyer. The obligation of the Buyer to close the purchase of the shares pursuant to this Agreement shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date:
(a) The Seller shall have delivered, shall have caused to be delivered or shall deliver as soon after the Closing Date as possible, all of the Shares at or promptly after the Closing Date duly endorsed for transfer or accompanied by a stock power endorsed in blank.
(b) The Seller shall have performed or complied with all covenants and conditions contained in this Agreement to be performed by the Seller at or prior to the closing.
(c) The Buyer shall have received a copy of the Fairness Opinion.
(d) The Seller shall have executed and delivered the Pledge Agreement.
(e) The Seller shall have executed and delivered the $500,000 Note.
Conditions Precedent to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or
Conditions Precedent to Obligation of the Buyer. The obligation of the Buyer to effect the acquisition of the Stock shall be subject to the satisfaction at or before the Closing Date of the following conditions, which may be waived in writing by the Buyer:
Conditions Precedent to Obligation of the Buyer. The Buyer’s and Acquisition Sub’s obligations to consummate the Transactions and take any other action required to be taken by the Buyer or the Acquisition Sub at the Closing and thereafter are subject to the satisfaction, at or prior to the Closing, of each condition precedent listed below (any of which may be waived by the Buyer or the Acquisition Sub in whole or in part); provided, however, that in no event shall Buyer and Acquisition Sub be obligated to consummate the Closing prior to the first Business Day immediately following the final day of the Marketing Period (or such date during the Marketing Period specified by Buyer on at least three Business Days written notice to the Company).
Conditions Precedent to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions contemplated hereby is subject to the satisfaction, at or prior to the Closing Date, of each of the conditions stated in this Section 4.1, any or all of which may be waived in whole or in part by the Buyer, to the extent permitted by applicable law.
Conditions Precedent to Obligation of the Buyer. The obligation of the Buyer to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions:
(a) The Seller shall have performed in all material respects its obligations under this Agreement required to be performed by the Seller at or prior to the Closing Date. There shall have been no material breach by Seller in the performance of any covenant herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing; and Buyer shall have received a certificate dated and validly executed on behalf of Seller certifying, in such detail as Buyer may reasonably require, the fulfillment of the foregoing conditions.
Conditions Precedent to Obligation of the Buyer. The obligation of the Buyer to close, as provided in Paragraph 8, is subject, at the option of the Buyer, to the fulfillment, on, or prior to, the Closing Date, of each of the following conditions:
(a) all representations and warranties of the Sellers contained in Paragraph 9 shall be true and correct in all material respects on the Closing Date, with the same effect as though such representations and warranties had been made on such date;
(b) in its review of PMC's application for its air permit renewal and the modeling conducted for PMC, Buyer shall not have learned of any facts or circumstances which reasonably lead Buyer to conclude that the permit will not be issued or will be issued under circumstances which will require significant capital investments to bring the Dallas plant into compliance; and
(c) since the date of this Agreement, no material adverse change in the Business shall have occurred and Buyer shall have received a certificate signed by the chief executive officer of PMC to such effect; and
(d) the Sellers shall have duly performed and complied with all obligations, covenants, terms, and conditions to be performed or complied with by it under this Agreement prior to, or on, the Closing Date, including, but not limited to, its obligations under the provisions of Paragraphs 8, 11, 12 and 13; and
(e) the waiting period under the HSR Act shall have expired or been terminated and there shall not be any actual or threatened action, proceeding, or investigation by any governmental agency or authority which is directed toward challenging, restraining, prohibiting, or invalidating the transactions contemplated by this Agreement, or which, in the reasonable judgment of the Buyer's counsel, might materially and adversely affect the right of the Buyer, after the Closing, (i) to own, operate, or control any of the Acquired Assets, or (ii) to continue the Business in the same manner in which it is now being conducted.
