Conditions Precedent to Obligations of All Parties. The respective obligations of the parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by each party) at or prior to the Closing Date of each of the following conditions:
Conditions Precedent to Obligations of All Parties. The obligations of each of the parties hereto to consummate the Merger are subject to the fulfillment, on or before the Closing Date, of the following conditions precedent:
Conditions Precedent to Obligations of All Parties. The obligations of all parties to perform and observe the covenants, agreements and conditions hereof to be performed and observed by them at or prior to the Closing Date shall be subject to the satisfaction of the following conditions on or prior to the Closing Date, which conditions may be expressly waived in writing by Rare Medium, ICC, DigitalFacades and the Stockholders.
Conditions Precedent to Obligations of All Parties. The respective obligations of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:
(a) No Injunction, etc. No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States or by any United States federal or state governmental or regulatory body or any statute, rule, regulation or executive order promulgated or enacted by any United States federal or state governmental authority shall be in effect which materially restrains, enjoins or otherwise prohibits (i) the transactions contemplated hereby; (ii) the ownership by the Partnership (including enjoyment of any rights relating thereto) of its Subject Business or Occidental's Subject Business at and after the Closing; or (iii) the operation by the Partnership of its Subject Business or Occidental's Subject Business at and after the Closing; and no Proceeding seeking any such injunction or order shall be pending; provided, that before any determination is made to the effect that this condition has not been satisfied, each Party shall each use commercially reasonable efforts to have such order or injunction lifted, vacated or dismissed.
Conditions Precedent to Obligations of All Parties. The obligations of Peoples and Liberty to cause the transactions contemplated hereby to be consummated shall be subject to the satisfaction on or before the Effective Date of all of the following conditions, except as such parties may waive such conditions in writing:
Conditions Precedent to Obligations of All Parties. The respective obligations of Acquiror and the Company to effect the Merger are subject to the satisfaction or waiver (subject to applicable law) at or prior to the Effective Time of each of the following conditions:
Conditions Precedent to Obligations of All Parties. The respective obligations of the parties to consummate the transactions contemplated by this Agreement shall be subject to the
Conditions Precedent to Obligations of All Parties. The respective obligations of each Party to consummate the Merger and Share Exchange and the other Transactions shall be subject to the fulfillment at or prior to the Effective Date of the following conditions:
Conditions Precedent to Obligations of All Parties. The respective obligations of the parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or written waiver by the Buyer on the one hand and the Seller Representative on behalf of the Company and each of the Sellers on the other) at or prior to the Closing Date of each of the following conditions:
Conditions Precedent to Obligations of All Parties. The obligations of the parties to consummate the Exchange and the other transactions contemplated hereby are subject to the satisfaction of the following conditions:
15.1.1 Nesco shall have filed Form 99 and all other documents required to be filed by it in connection with the Exchange under New York Blue Sky Laws;
15.1.2 there shall be no default subsisting under the secured equipment debt of HDS to Becton, Dickinson in the outstanding principal amount of $800,000 whicx xxxxx xot have been waived or cured, and the note evidencing such debt shall have been restructured on terms which Nesco and HDS agree can be serviced and amortized by Nesco in the ordinary course of business;
15.1.3 HDS shall have entered into an amended deposit agreement with Cygnus Corp., pursuant to which the $800,000 deposit shall have become non-refundable and terms for applying the deposit or otherwise satisfying the deposit obligation shall have been set forth; and
15.1.4 All required approvals of or consents to the Exchange and this Agreement of any Governmental Authority shall have been obtained which may be legally obtained on or before Closing Date.
