Conditions Precedent to Obligations of Buyer and Merger Sub Sample Clauses

Conditions Precedent to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent:
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Conditions Precedent to Obligations of Buyer and Merger Sub. The obligations of Buyer and Xxxxxx Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction of each of the following conditions (any or all of which may be waived by Buyer, in whole or in part, to the extent permitted by Applicable Law): (a) (i) each of the representations and warranties of the Company contained in Section 3.05(a) and Section 3.06 (but solely with respect to the Company’s Company Securities) shall in each case be true and correct, except for any de minimis in accuracies, as of the date hereof and as of the Closing, as if made at and as of the Closing (except for any such representations and warranties that are made only as of a specific date, which shall be true and correct, except for any de minimis in accuracies, only as of such date), (ii) each of the representations and warranties of the Company contained in Section 3.01, but solely with respect to the Company, Section 3.02, Section 3.03 (solely with respect to the Company's Organizational Documents), Section 3.05(b), Section 3.05(c) and Section 3.23 shall in each case be true and correct in all material respects, as of the date hereof and as of the Closing, as if made at and as of the Closing (except for any such representations and warranties that are made only as of a specific date, which shall be true and correct in all material respects only as of such date), (iii) the representations and warranties of the Company contained in Section 3.10(a)(i) shall be true and correct as of the date hereof and as of the Closing, as if made at and as of such time, and (iv) each of the other representations and warranties of the Company contained in Article 3 (in each case disregarding all materiality, Material Adverse Effect and similar qualifications contained therein) shall be true and correct as of the date hereof and as of the Closing, as if made at and as of such time (except for any such representations and warranties that are made only as of a specific date, which shall be true and correct only as of such date), with only such exceptions, in the case of this clause (iii), as would not have a Material Adverse Effect, and Buyer shall have received a certificate signed by an authorized officer of the Company certifying the foregoing in this clause (a); (b) the Company shall have performed and complied (or cured any failure to perform or comply) in all material respects with all obligations, covenants and agreements required by this Agreement to be pe...
Conditions Precedent to Obligations of Buyer and Merger Sub. The obligation of Buyer and Merger Sub to consummate the Transactions 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 Buyer and Merger Sub in whole or in part to the extent permitted by applicable Law): (a) (i) The representations and warranties of the Company set forth in Section 4.1 (Organization and Good Standing), Section 4.2 (Authorization of Agreement), Section 4.4 (Capitalization), Section 4.5 (Subsidiaries), Section 4.9 (Taxes) and Section 4.22 (Financial Advisors), shall be true and correct in all material respects, and (ii) all other representations and warranties of the Company set forth in Article IV shall be true and correct (without giving effect to any “material”, “materially”, “materiality”, “Material Adverse Effect”, “material adverse change” or similar qualifiers contained in any of such representations and warranties) , except for such failures to be true and correct that do not have and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business or operations of the Company or prohibit or restrain the ability of the Company to consummate the Transactions, in each of cases (i) and (ii), as of the Closing Date as if made on and as of the Closing Date (except to the extent that any such representation or warranty, by its terms, is expressly limited to a specific date, in which case, as of such specific date), and Buyer shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (b) The Company shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (c) Since the date of this Agreement, there has been no development, change, event or occurrence that, individually or in the aggregate, has had, or would be reasonably likely to have, a Material Adverse Effect; and (d) Buyer shall have received the following: (i) The Stockholder Approval, duly executed by the Requisite Holders; (ii) The Escrow Agreement, duly executed by the Escrow Agent and the Stockholders’ Representative; (iii) a copy of the D&O Tail Policy and an invoice stating the required premium th...
Conditions Precedent to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to perform and observe the covenants, agreements and conditions hereof to be performed and observed by them at or before the Closing shall be subject to the satisfaction of the following conditions, which may be expressly waived only in writing signed by Buyer:
Conditions Precedent to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to effect the Closing shall be subject to the following conditions, except to the extent waived in writing by Buyer:

Related to Conditions Precedent to Obligations of Buyer and Merger Sub

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub 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 each of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • 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:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER 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 the following express conditions precedent:

  • 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:

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