Common use of Conditions Precedent to Obligation Clause in Contracts

Conditions Precedent to Obligation. of Each Party to Effect the Acquisition. The respective obligations of each party to effect the Acquisition shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) No order shall have been entered and remain in effect in any action or proceeding before any federal, state, foreign or local court or governmental agency or other federal, state, foreign or local regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Acquisition; (b) There shall have been obtained any and all material permits, approvals and consents of securities or "blue sky" commissions of each jurisdiction and of any other governmental agency or authority, with respect to the consummation of the Acquisition, which the failure to obtain would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole; (c) Group 1 and the underwriters of the IPO shall have entered into an underwriting agreement in connection with the IPO; (d) The parties to the Other Agreements shall have delivered a written representation (a "Closing Representation") to the Company and Group 1 to the effect that no conditions to their obligations to consummate the Other Acquisitions remain to be satisfied and that such parties will consummate the Other Acquisitions simultaneously with the Closing of the Acquisition; and (e) The applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired or been terminated.

Conditions Precedent to Obligation. of Each Party to Effect the Acquisition. The respective obligations of each party to effect the Acquisition shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) No order shall have been entered and remain in effect in any action or proceeding before any federal, state, foreign or local court or governmental agency or other federal, state, foreign or local regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Acquisition; (b) There shall have been obtained any and all material permits, approvals and consents of securities or "blue sky" commissions of each jurisdiction and of any other governmental agency or authority, with respect to the consummation of the Acquisition, which the failure to obtain would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole; (c) Group 1 1, each of the Selling Stockholders and the underwriters of the IPO shall have entered into an underwriting agreement in connection with the IPO providing for the underwriters' purchase from Group 1 and the Selling Stockholders of the shares to be sold by Group 1 and the Selling Stockholders in the IPO; (d) The parties to the Other Agreements shall have delivered a written representation (a "Closing Representation") to the Company and Group 1 to the effect that no conditions to their obligations to consummate the Other Acquisitions remain to be satisfied and that such parties will consummate the Other Acquisitions simultaneously with the Closing of the Acquisition; and (e) The applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired or been terminated.

Conditions Precedent to Obligation. of Each Party to Effect the Acquisition. The respective obligations of each party to effect the Acquisition shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) No order shall have been entered and remain in effect in any action or proceeding before any federal, state, foreign or local court or governmental agency or other federal, state, foreign or local regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Acquisition; (b) There shall have been obtained any and all material permits, approvals and consents of securities or "blue sky" commissions of each jurisdiction and of any other governmental agency or authority, with respect to the consummation of the Acquisition, which the failure to obtain would have a material adverse effect on the business, assets, prospects or condition (financial or otherwise) of Group 1 and its subsidiaries, taken as a whole; (c) Group 1 1, each Selling Stockholder and the underwriters of the IPO shall have entered into an underwriting agreement in connection with the IPO;IPO providing for the underwriters' purchase of the shares of Group 1 Common Stock to be offered by Group 1 in the IPO and, at the Selling Stockholder's option, some or all of the shares of Group 1 Common Stock to be received by the Selling Stockholder pursuant to this Agreement. (d) The parties to the Other Agreements shall have delivered a written representation (a "Closing Representation") to the Company Stockholders and Group 1 to the effect that no conditions to their obligations to consummate the Other Acquisitions remain to be satisfied and that such parties will consummate the Other Acquisitions simultaneously with the Closing of the Acquisition; and (e) The applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired or been terminated.