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 services of Greater China Technology, Inc. outside of Xxxxxxx Xxxxx (Xxxxx, Xxxxxx, xxx Xxxx Xxxx) and (ii) the right to acquire all the assets of Greater China Technology, Inc. on terms and conditions as negotiated by Acquired Corp and Greater China Technology, Inc. (d) Since the date hereof there has been no event, series of events or the lack of occurrence thereof which, singularly or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Acquired Entities. (e) No action is pending or threatened by or before any governmental body, arbitrator, or mediator which seeks to restrain, prohibit, invalidate, or collect any damages arising out of the transactions contemplated by this Agreement.
Appears in 1 contract
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
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 , including, but not limited to, delivering by means of cashier's check, the full amount of the funds contemplated herein 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 services of Greater China Technology, Inc. outside of Xxxxxxx Xxxxx (Xxxxx, Xxxxxx, xxx Xxxx Xxxx) and (ii) the right to acquire all the assets of Greater China Technology, Inc. on terms and conditions as negotiated by Acquired Corp and Greater China Technology, Inc.
(d) Since the date hereof there has been no event, series of events or the lack of occurrence thereof which, singularly or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Acquired Entities.
(e) No action is pending or threatened by or before any governmental body, arbitrator, or mediator which seeks to restrain, prohibit, invalidate, or collect any damages arising out of the transactions contemplated by this Agreement.
Appears in 1 contract
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, on 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
not constitute a Material Adverse EffectEffect on the Company. Parent and Acquiring Corp Acquisition shall have received a certificate dated the Closing Date and signed by the chief executive officer or corporate secretary of Acquired Corp the Company substantially in the form attached hereto as EXHIBIT T certifying that the conditions specified in Section 7.2(a), 7.2(b) and 7.2(c7.2(b) have been satisfied.
(b) Acquired Corp The Company 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 services of Greater China Technology, Inc. outside of Xxxxxxx Xxxxx (Xxxxx, Xxxxxx, xxx Xxxx Xxxx) and (ii) the right to acquire all the assets of Greater China Technology, Inc. on terms and conditions as negotiated by Acquired Corp and Greater China Technology, Inc.
(d) Since the date hereof hereof, there has been no event, series of events or the lack of occurrence thereof whichthat, singularly or in the aggregate, could reasonably reasonable be expected to have a Material Adverse Effect on the Acquired EntitiesCompany.
(ed) No action is pending or threatened by or before any governmental body, arbitrator, or mediator which that seeks to restrain, prohibit, invalidate, or collect any substantial damages arising out of the transactions contemplated by this Agreement.
(e) Counsel for the Company shall have delivered to Parent and Acquisition their legal opinions, substantially in the respective forms attached hereto as EXHIBIT U and EXHIBIT V.
(f) Parent and Acquisition shall have received the following:
(i) Copies of resolutions of the Board of Directors and the shareholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documentation and all other documents and instruments to be delivered pursuant hereto and thereto.
(ii) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying the copies of the Articles of Incorporation and By-laws of the Company delivered to Parent and Acquisition at the time of the execution of this Agreement and that such documents have not been amended or modified.
(iii) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition may reasonably request.
(g) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and, where such instruments are not exhibits to this Agreement, all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions, shall be satisfactory in form and substance to Parent and Acquisition The Company shall furnish to Parent and Acquisition such supporting documentation and evidence of the satisfaction of any or all of the conditions precedent specified in this Section 7.2 as Parent or its counsel may reasonably request.
Appears in 1 contract
Samples: Merger Agreement (CCP Worldwide Inc)
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 Article 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 shall 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 Statementsimport, 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 Acquired Corp shall have received a certificate certificates dated the Closing Date and signed by the chief executive officer or corporate secretary of Acquired Corp Parent, substantially in the form attached hereto as Exhibit I, certifying that the conditions specified set forth in Section 7.2(a), 7.2(b), 7.2(c) and 7.2(c7.2(d) 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 services of Greater China Technology, Inc. outside of Xxxxxxx Xxxxx (Xxxxx, Xxxxxx, xxx Xxxx Xxxx) and (ii) the right to acquire all the assets of Greater China Technology, Inc. on terms and conditions as negotiated by Acquired Corp and Greater China Technology, Inc.
(d) Since the date hereof there has been no event, series of events or the lack of occurrence thereof which, singularly or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Acquired EntitiesCorp.
(d) Acquired Corp shall have delivered to Parent all required documentation to demonstrate that Acquired Corp's shareholders are "accredited investors" under applicable federal and state securities laws, information statements provided by Acquired Corp's shareholders.
(e) No action is pending or threatened by or before any governmental body, arbitrator, or mediator which seeks to restrain, prohibit, invalidate, or collect any damages arising out of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Biogentech Corp)
