CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS AND COMPANY. The obligations of STOCKHOLDERS and the COMPANY with respect to actions to be taken on the Pre-Closing Date are subject to the satisfaction or waiver on or prior to the Pre-Closing Date of all of the following conditions. The obligations of the STOCKHOLDERS and the COMPANY with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of the conditions set forth in Sections 8.2, 8.3, 8.8 and 8.9. From and after the Pre-Closing Date or, with respect to the conditions set forth in Sections 8.2, 8.3, 8.8 and 8.9, from and after the Closing Date, all conditions not satisfied shall be deemed to have been waived, except that no such waiver shall be deemed to affect the survival of the representations and warranties of VPI and NEWCO contained in Section 6 hereof:
Appears in 4 contracts
Samples: Merger Agreement (Vacation Properties International Inc), Merger Agreement (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc)
CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS AND COMPANY. The obligations of STOCKHOLDERS and the COMPANY with respect to actions to be taken on the Pre-Closing Date are subject to the satisfaction or waiver on or prior to the Pre-Closing Date of all of the following conditions. The obligations of the STOCKHOLDERS and the COMPANY with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions. The obligations of the STOCKHOLDERS and the COMPANY with respect to actions to be taken on the Funding and Consummation Date are subject to the satisfaction or waiver on or prior to the Funding and Consummation Date of the conditions set forth in Sections 8.2, 8.3, 8.8 and 8.9. From and after the Pre-Closing Date or, with respect to the conditions set forth in Sections 8.2, 8.3, 8.8 and 8.9, from and after the Closing Funding and Consummation Date, all conditions not satisfied shall be deemed to have been waived, except that no such waiver shall be deemed to affect the survival of the representations and warranties of VPI and NEWCO TSII contained in Section 6 hereof:
Appears in 3 contracts
Samples: Acquisition Agreement (Travel Services International Inc), Agreement and Plan of Organization (Travel Services International Inc), Agreement and Plan of Organization (Travel Services International Inc)
CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS AND COMPANY. The obligations of STOCKHOLDERS and the COMPANY with respect to actions to be taken on the Pre-Closing Date are subject to the satisfaction or waiver on or prior to the Pre-Closing Date of all of the following conditions. The obligations of the STOCKHOLDERS and the COMPANY with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of the conditions set forth in Sections 8.2, 8.3, 8.8 and 8.9. From and after the Pre-Closing Date or, with respect to the conditions set forth in Sections 8.2, 8.3, 8.8 and 8.9, from and after the Closing Date, all conditions not satisfied shall be deemed to have been waived, except that no such waiver shall be deemed to affect the survival of the representations and warranties of VPI and NEWCO contained in Section 6 hereof:
Appears in 1 contract
Samples: Agreement and Plan of Organization (Vacation Properties International Inc)
