CONDITIONS PRECEDENT TO OBLIGATIONS OF TARGET Sample Clauses

CONDITIONS PRECEDENT TO OBLIGATIONS OF TARGET. The obligation of Target under this Agreement to consummate the transactions contemplated hereby is subject to the satisfaction, at or prior to the Closing, of each the following conditions (any of which may be waived in whole or in part at the option of Target):
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CONDITIONS PRECEDENT TO OBLIGATIONS OF TARGET. The obligations of Target under this Agreement are subject to the satisfaction by Orion or waiver by Target of the following conditions precedent on or before the Closing Date:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF TARGET. All obligations of Target hereunder to be performed on or after the Closing Date are, at the option of Target, subject to the satisfaction of the following conditions precedent at the Closing, as indicated below.
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CONDITIONS PRECEDENT TO OBLIGATIONS OF TARGET. The obligations of Target and HFG to consummate and effect the Merger shall be subject to the satisfaction of the following conditions, or to the waiver thereof by Target before the Effective Date:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF TARGET. The obligation of Target to consummate the Merger shall be subject to the satisfaction, at or prior to the Effective Time, of all of the following conditions, any one or more of which may be waived by Target:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF TARGET. The obligations of Target to consummate the Closing is subject to the satisfaction, or the waiver at Target’s discretion, of all of the following further conditions: (a) (i) The Purchaser and Merger Sub shall each have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Purchaser and Merger Sub contained in this Agreement, and in any certificate or other writing delivered by the Purchaser pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date, except for any inaccuracies in such representations and warranties which would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Purchaser or on Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Additional Agreements. (b) There shall have been no continuing event, change or occurrence which individually or together with any other event, change or occurrence, would reasonably be expected to have a Material Adverse Effect upon Purchaser. (c) Target shall have received a true and correct list of Purchaser’s authorized and issued Capital Stock and all additional equity interest at and after giving effect to the Closing and the issuance of the Preferred Stock as contemplated within this Agreement, including the names and percentages of each equityholders’ ownership as used in the final calculation as to the Total Stock Consideration, such list as provided in Schedule 9.3(c). (d) Target shall have received evidence of the issuance of the Purchaser Merger Securities to the Target Securityholders entitled to Purchaser Merger Securities at the Closing. (e) Target shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Purchaser to the effect set forth in clauses (a) through (d) of this Section 9.3 (the “Purchaser Certificate”). (f) Purchaser Class A Common Stock and Purchaser’s Public Warrants shall continue to be listed for trading on the Nasdaq Capital Market. (g) Purchaser shall have executed and delivered to Target a copy of each Additional Agreement to which it is a party. (h) Purchaser shall have filed the Certificate of Designations for the Preferred Stock substantially in the form attached hereto as Exhibit H, and there ...
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Related to CONDITIONS PRECEDENT TO OBLIGATIONS OF TARGET

  • 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 DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • 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 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 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 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 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 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:

  • 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:

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