Conditions Precedent to Obligations of Dart Sample Clauses

Conditions Precedent to Obligations of Dart. The ------------------------------------------- obligations of Dart to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent: (a) the representations and warranties of Richfood and Merger Subsidiary contained in Article V, when read without exception or qualification as to --------- materiality or Material Adverse Effect, shall be true and correct when made and at and as of the consummation of the Offer with the same force and effect as if those representations and warranties had been made at and as of such time (except to the extent such representations and warranties speak as of a specified earlier date, in which event such representations and warranties must be true and correct as of such specified date), except where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Richfood; and (b) Richfood and Merger Subsidiary shall, in all material respects, have performed all obligations and complied with all covenants necessary to be performed or complied with by them on or before the consummation of the Offer.
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Conditions Precedent to Obligations of Dart. Dart's obligation to purchase the Buy/Sell Shares, the Buy/Sell Class A Shares or the RSH Pledged Class A Shares, as the case may be, from RSH in accordance with this Agreement shall be subject to the satisfaction (or waiver in writing by Dart), at or prior to the closing, of each of the following conditions: (i) The closing of the Public Offering or the due exercise of the Call Option by Dart or the Put Option by RSH. (ii) There shall be tendered for delivery to Dart certificates representing the Buy/Sell Shares, the Buy/Sell Class A Shares or the RSH Pledged Class A Shares, as the case may be, and all trust certificates issued to RSH pursuant to Section 2 of the Voting Trust Agreement in respect of such shares, duly endorsed (or accompanied by appropriate stock powers duly endorsed) in blank by the registered holder thereof for transfer and, if any of such shares are subject to any Encumbrance, then together with such supporting documents, endorsements, assignments, affidavits and other good and sufficient instruments of sale and transfer, in form and substance reasonably satisfactory to Dart and its counsel, as are necessary to permit Dart to acquire all of such shares free and clear of all Encumbrances (except the Permitted Encumbrances). (iii) Dart shall receive a letter, dated the date of the closing, of counsel to RSH, that, based upon a certificate from RSH, such counsel has no knowledge that immediately prior to the closing, RSH did not have good and valid title, free and clear of all Encumbrances (except the Permitted Encumbrances) with full lawful right, power and capacity to sell, assign, transfer and deliver such shares to Dart pursuant to this Agreement. (iv) The representations and warranties of RSH contained in this Agreement shall be true and correct on the date of closing (as if made anew on and as of the closing); RSH shall have, in all material respects, performed and complied with all agreements, undertakings and obligations which are required by this Agreement and the Settlement Agreement to be performed or complied with by him at or prior to the closing; and there shall have been delivered to Dart a certificate to that effect, dated the date of the closing and executed by RSH. (v) No preliminary or permanent injunction or other order (including a temporary restraining order) of any governmental authority of competent jurisdiction shall be in effect as of the closing which enjoins, restrains or prohibits any of the transactions contem...
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Related to Conditions Precedent to Obligations of Dart

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • 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 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:

  • Conditions Precedent to Obligations of Each Party The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each 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 the Company The obligations of the Company 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 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 Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement 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 the Purchaser, in its sole discretion, in whole or in part): (a) each of the parties to the Transaction Documents, other than the Purchaser, shall have executed and delivered to the Purchaser the Transaction Documents; (b) there shall have been no change, event, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect in the Business, results of operations or condition (financial or otherwise) of the Group Companies, taken as a whole; (c) (i) the representations and warranties in the Company Fundamental Warranties and the Seller Fundamental Warranties shall be true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties set forth in Article III and Article IV (other than the Company Fundamental Warranties and the Seller Fundamental Warranties) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, in each case of (A) and (B), other than such representations and warranties that relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date); (d) the Parties other than the Purchaser shall have performed and complied with, in all material respects, each of the obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (e) there shall have been no Legal Proceeding pending against the Seller or any Group Company, which may prohibit or restrict the transaction contemplated under this Agreement or have any Material Adverse Effect on the Business or any Group Company; (f) no Group Company shall have been an obligor under any Indebtedness other than any indebtedness incurred or arising in the ordinary course of Business; (g) each of the Outgoing Directors shall have delivered to the board of the directors of the BVI Holdco, the HK Holdco or the Company, as applicable, the signed but undated Resignation and Release Letter; and (h) the Purchaser shall have received a certificate jointly signed by the Parties other than the Purchaser, dated the Closing Date, certifying that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e), Section 7.2(f) and Section 7.2(g) have been satisfied.

  • Conditions Precedent to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by the Seller;

  • Conditions Precedent to Obligations of the Sellers The obligations of the Sellers under this Agreement at the Closing and the consummation by the Sellers of the transactions contemplated hereby are subject to the satisfaction or fulfillment by the Buyer, prior to or at the Closing, of each of the following conditions, unless waived in writing by the Sellers:

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