CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT. The obligations of Parent 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 PARENT. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Parent in whole or in part to the extent permitted by applicable Law):
(a) (i) the representations and warranties of the Company contained in Section 4.1 (Organization and Good Standing), Section 4.2 (Authorization of Agreement), Section 4.4(a) (Capitalization) and Section 4.21 (Financial Advisors) shall be true and correct (subject, solely in the case of Section 4.4(a), to de minimis exceptions) as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date); and (ii) the other representations and warranties of the Company contained in Article IV, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect; and Parent shall have received a certificate signed by an authorized officer of the Company, confirming the foregoing clauses (i) and (ii);
(b) the Company shall have performed and complied in all material respects with all obligations, covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing (other than Section 6.13 (“FIRPTA”), a breach of which shall only permit Parent and Merger Sub to exercise their rights under Section 3.7); and Parent shall have received a certificate signed by an authorized officer of the Company, confirming the foregoing;
(c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining, or otherwise prohibiting or preventing the consummation of the Merger or the transactions contemplated hereby;
(d) (i) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination shall have been granted, (ii) approvals of under the EUMR shall have been obtained or any mandatory waiting periods applicable to the transactions contemplated by this Agreement under the EUMR shall have expired or been otherwise terminated, (iii) the app...
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT. The obligation of Parent to proceed with the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent, any of which may be waived in whole or in part by Parent:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT. The obligation of Parent to effect the transactions contemplated hereby is subject to the satisfaction or waiver, at or before the Closing, of the following conditions and deliveries:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT. Parent's obligation to effect the Merger and consummate the other transactions contemplated to occur in connection with the Closing and thereafter is subject to the satisfaction of each condition precedent listed below:
(a) Each representation and warranty set forth in Section 2 shall have been accurate and complete in all material respects (except with respect to any provisions including the word "material" or words of similar import, and except with respect to materiality, as reflected under GAAP, in the representations in Section 2.5 relating to the Financial Statements, with respect to which such representations and warranties must have been accurate and complete) as of the date of this Agreement, and shall be accurate and complete in all material respects (except with respect to any provisions including the word "material" or words of similar import and except with respect to materiality, as reflected under GAAP, in the representations in Section 3.5 relating to the Financial Statements, with respect to which such representations and warranties must have been accurate and complete) as of the Closing Date, as if made on the Closing Date, after giving full effect to any supplements to the schedules as amended from time to time so long as such modification does not
constitute a Material Adverse Effect. Parent and Acquiring Corp shall have received a certificate dated the Closing Date and signed by the chief executive officer or corporate secretary of Acquired Corp certifying that the conditions specified in Section 7.2(a), 7.2(b) and 7.2(c) have been satisfied.
(b) Acquired Corp shall have performed and complied in all material respects with its covenants to be performed or complied with at or prior to the Closing.
(c) Acquired Corp shall have confirmed to Parent, in writing and to the satisfaction of Parent and Acquiring Corp, that Acquired Corp has acquired or secured to the right to acquire Acquired Entities with net annual earnings, for the calendar year ended December 31, 2001, equal or in excess of $2,000,000. Net earnings shall be determined according to GAAP as verified by financial statements, which have been audited by an independent accounting firm. One of the Acquired Entities shall be DigiLogic, Plc. Prior to Closing, Acquired Corp will enter into a 10 year exclusive agreement with Greater China Technology, Inc., pursuant to which Acquired Corp will be granted (i) the exclusive worldwide right to market, sell and distribute the products and ...
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT. The obligations of Parent to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions any or all of which may be waved in writing by Parent:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT. The obligations of Parent under Articles 2, 3 and 4 are subject to the satisfaction or waiver by Parent of the following conditions precedent at or before the Closing:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT. PRODUCTS and merger sub The obligations of Parent, Products and Merger Sub to consummate the Transactions are subject to the waiver or satisfaction of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT. The obligations of Parent to cause the Merger to be effected and otherwise cause the Contemplated Transactions to be consummated are subject to the waiver (except for Section 6.10) or satisfaction, at or prior to the Closing, of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT. All obligations of Parent and of HPT under this Agreement to be performed on and after the Closing Date are, at the option of Parent, subject to the satisfaction of the following conditions precedent at the Closing, as indicated below:
