CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligations of Acquiror to consummate the Contemplated Transactions and to take the other actions required to be taken by Acquiror at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Acquiror in whole or in part):
CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligation of Acquiror to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions:
(a) (i) each of the Fundamental Representations of the Contributor Parties shall be true and correct in all material respects (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(i), all materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) and (ii) each of the representations and warranties of the Contributor Parties that are not Fundamental Representations shall be true and correct (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(ii), all materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) except to the extent any inaccuracy would not, individually or in the aggregate, reasonably be expected to have a Compression Xxxxx Xxxxxxxx Adverse Effect, in the case of clause (i) and clause (ii) above, as of the Closing Date, with the same force and effect as though made on and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct as of such earlier date);
(b) the Contributor Parties shall not have breached in any material respect their obligations required to be performed and complied with by it under this Agreement prior to the Closing Date;
(c) since the Execution Date, there shall not have been a Compression Xxxxx Xxxxxxxx Adverse Effect;
(d) Acquiror shall have received the items listed in Section 2.3(a); and
(e) Acquiror shall have received a certificate duly executed by an executive officer of Contributor, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 6.2(a) and (b) have been satisfied in all respects.
CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligations of Acquiror to proceed with the Closing under this Agreement are subject to the fulfillment prior to or at Closing of the following conditions (any one or more of which may be waived in whole or in part by Acquiror in Acquiror’s sole discretion):
CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligations of Acquiror to effect the Merger are also subject to the satisfaction or waiver, at or prior to the Effective Time, of each of the following conditions unless waived by Acquiror: (a)
CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. Conditions to Acquiror's Obligations . . . . . . . . . . . . 43
CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. Acquiror’s obligations under this Article 4 are conditional upon the Condition Satisfaction Date having occurred prior to the Placement Deadline and:
(a) any and all necessary regulatory or governmental approvals, rulings or filings required to permit the transaction contemplated in this Article 4 to be completed shall have been obtained or made and any applicable waiting periods under the HSR Act shall have expired or been terminated, and neither the Federal Trade Commission nor the U.S. Department of Justice shall have instituted, or threatened to institute, either before or after the expiration of such waiting periods, a proceeding concerning this Agreement or the consummation of the transaction contemplated in this Article 4; and
(b) no cease trade order, injunction or other prohibition or other lawful order shall be threatened or exist that preclude Acquiror from acquiring the Placement Shares or the Convertible Debenture.
CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligations of Acquiror with respect to actions to be taken on the Closing Date, are subject to the satisfaction (or waiver by Acquiror) on or prior to the Closing Date of all of the conditions set forth in this Section 10; provided, that (except as otherwise provided in Section 7.6) no such waiver shall constitute a waiver of, or otherwise affect Acquiror's or any of its respective Affiliates' rights under Section 12.1.
CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. Acquiror’s obligation to consummate the Closing is subject to the timely satisfaction of each and every one of the conditions and requirements set forth in this Article III, all of which shall be conditions precedent to Acquiror’s obligations under this Agreement.
CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. All obligations of Acquiror to consummate the Transactions in accordance with this Agreement and the Offer Materials are subject to the satisfaction (or waiver by Acquiror) prior thereto of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. AND ACQUISITION CORP
