CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIROR COMPANIES. The obligation of the Acquiror Companies to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be (a) Each of the representations and warranties of the Company and Andrxxx xxxtained in this Agreement shall be true and correct in all material respects (without duplication of any materiality exception contained in any individual representation and warranty) as of the date of this Agreement and as of the Effective Time as though made again as of the Effective Time. Acquiror shall have received a certificate of the President and the Chief Financial Officer of the Company, dated the Closing Date, to such effect with respect to the representations and warranties of the Company set forth in Article II hereof; (b) The Company and Andrxxx xxxll have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by such person on or prior to the Effective Time. Acquiror shall have received a certificate of the President and the Chief Financial Officer of the Company, dated the Closing Date, to such effect with respect to the Company's performance and compliance; (c) The resignations, effective at the Effective Time, of each of directors and officers of the Company shall have been delivered to Acquiror; (d) No court or Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Laws (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; (e) The applicable waiting period under any competition Laws, Regulations and Orders of foreign Governmental Entities, as set forth in Acquiror's Disclosure Letter or the Company's Disclosure Letter, shall have expired or been terminated; (f) Acquiror shall have been advised in writing by Arthxx Andexxxx XXX as of the Closing Date to the effect that such firm knows of no reason why the Merger cannot be treated for financial accounting purposes as a Pooling Transaction;
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CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIROR COMPANIES. The obligation of the Acquiror Companies to effect the transactions contemplated hereby on the Closing Date shall be subject to the satisfaction at or prior to the Effective Time Closing Date of the following conditions, any or all of which may bebe waived by Acquiror, in whole or in part, to the extent permitted by applicable law:
(a) Each of the representations and warranties of the Company and Andrxxx xxxtained each of the Shareholders contained in this Agreement shall be true and correct in all material respects (without duplication of any materiality exception contained in any individual representation and warranty) as of the date of this Agreement and as of the Effective Time Closing Date as though made again as of the Effective Time. Acquiror shall have received a certificate of the President and the Chief Financial Officer of the Company, dated the Closing Date, to such effect with respect to the representations and warranties of the Company set forth in Article II hereof;
(b) The Company and Andrxxx xxxll each of the Shareholders shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by such person on or prior to the Effective Time. Closing Date;
(c) Acquiror shall have received a certificate of the President Secretary or Assistant Secretary (or other authorized corporate officer) of the Company certifying as true, accurate and complete, as of the Chief Financial Officer Closing Date: (i) a copy of the resolutions of the Company's Board of Directors authorizing the execution, dated delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (ii) a copy of the resolutions of the Company's shareholders authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (iii) a certified copy of the Articles of Incorporation of the Company issued by the Secretary of State; (iv) a copy of the Bylaws of the Company; and (v) the incumbency of the officer or officers authorized to execute on behalf of the Company this Agreement and the other documents contemplated thereby to which it is a party;
(d) Acquiror shall have received a certificate of the Secretary or Assistant Secretary (or other authorized corporate officer) of each subsidiary of the Company certifying as true, accurate and complete, as of the Closing Date, to : (i) a certified copy of the Articles of Incorporation of the subsidiary issued by the Secretary of State of the state of such effect with respect to subsidiary's incorporation; and (ii) a copy of the Company's performance and complianceBylaws of such subsidiary;
(ce) The resignations, effective at the Effective Time, of each of directors and officers of the Company shall have been delivered to Acquiror;; 47 42
(df) No court or Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Laws Law (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger;
(eg) The applicable waiting period under any applicable competition Laws, Regulations and or Orders of foreign Governmental Entities, as set forth in Acquiror's the Acquiror Disclosure Letter Schedule or the Company's Company Disclosure LetterSchedule, shall have expired or been terminated;
(fh) Acquiror shall have been advised in writing by Arthxx Andexxxx XXX as of the Closing Date to the effect that such firm knows of no reason why the Merger cannot be treated for financial accounting purposes as a Pooling Transaction;
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CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIROR COMPANIES. The obligation of the Acquiror Companies to effect the transactions contemplated hereby on the Closing Date shall be subject to the satisfaction at or prior to the Effective Time Closing Date of the following conditions, any or all of which may bebe waived by Acquiror, in whole or in part, to the extent permitted by applicable law:
(a) Each of the The representations and warranties of the Company and Andrxxx xxxtained each of the Shareholders contained in this Agreement shall be true and correct in all material respects (without duplication of any materiality exception contained in any individual representation and warranty) as of the date of this Agreement and as of the Effective Time Closing Date as though made again as of the Effective TimeClosing Date. Acquiror shall have received a certificate of the President Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, to such effect with respect to the representations and warranties of the Company set forth in Article II hereofCompany;
(b) The Company and Andrxxx xxxll each of the Shareholders shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by such person on or prior to the Effective TimeClosing Date. Acquiror shall have received a certificate of the President Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, to such effect with respect to the Company's performance and compliance;
(c) Acquiror shall have received a certificate of the Secretary or Assistant Secretary (or other authorized corporate officer) of the Company certifying as true, accurate and complete, as of the date of the execution of this Agreement and again as of the Closing Date: (i) a copy of the resolutions of the Company's Board of Directors authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (ii) a copy of the resolutions of the Company's shareholders authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (iii) a certified copy of the Articles of Incorporation of the Company issued by the Secretary of State of Colorado; (iv) a copy of the Bylaws of the Company; and (v) the incumbency of the officer or officers authorized to execute on behalf of the Company this Agreement and the other documents contemplated thereby to which it is a party;
(d) Acquiror shall have received a certificate of the Secretary or Assistant Secretary (or other authorized corporate officer) of each subsidiary of the Company certifying as true, accurate and complete, as of the date of this Agreement and again as of the Closing Date: (i) a certified copy of the Articles of Incorporation of the subsidiary issued by the Secretary of State of the state of such subsidiary's incorporation (except for Pulsonic Nigeria Limited which shall be a copy); and (ii) a copy of the Bylaws of such subsidiary;
(e) The resignations, effective at the Effective Time, of each of the directors and officers of the Company shall have been delivered to Acquiror;
(df) No court or Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Laws Law (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger;
(eg) The applicable waiting period under any applicable competition Laws, Regulations and or Orders of foreign Governmental Entities, as set forth in Acquiror's the Acquiror Disclosure Letter Schedule or the Company's Company Disclosure LetterSchedule, shall have expired or been terminated;
(fh) Acquiror shall have been advised in writing by Arthxx Andexxxx XXX as of the Closing Date to the effect that such firm knows of no reason why the Merger cannot be treated for financial accounting purposes as a Pooling Transactionpooling transaction;
(i) The Company shall have been advised in writing by Meltxx & Meltxx, XXP as of the date of this Agreement and again as of the Closing Date to the effect that such firm knows of no reason why the Merger cannot be treated for financial accounting purposes as a pooling transaction;
(j) Acquiror shall have received on the date of this Agreement the Escrow Agreement, duly executed and delivered by the Shareholders' Representative and the Escrow Agent;
(k) The Shareholders' Representative and each of the Shareholders shall have executed and delivered the Appointment on the date of this Agreement;
(l) The Acquiror shall have received on the date of this Agreement the written consent of BP Amoco to the assignment or change of control of the BP Amoco License to Acquiror or its Affiliates on terms acceptable to Acquiror in its sole discretion;
(m) The Acquiror shall have received on the date of this Agreement the written release to the Terminated Lease on the Dallas property and on the date of Closing the written release to the Terminated Lease in Houston, Texas, both on terms acceptable to Acquiror in its sole discretion;
(n) The Acquiror shall have received on the date of this Agreement the written release to the Pulsonic Agreement on terms acceptable to Acquiror in its sole discretion;
(o) The Acquiror shall have received on the date of this Agreement proof of settlement with Paradigm Software for the Focus software claim, such settlement not to exceed $35,000 cash, and receipt of the written release of Paradigm Software for the Focus software claim on terms acceptable to Acquiror in its sole discretion;
(p) The Acquiror shall have received on the date of this Agreement proof of settlement with ACTC Technologies Inc. for the buyout and release of any and all obligations of Pulsonic Technology Corporation (and any successor) of the Agreement dated January 25, 1993, such settlement not to exceed $5,000 cash, and receipt of the written release on terms acceptable to Acquiror in its sole discretion;
(q) The Company shall own 80% of Pulsonic Nigeria Limited; and
(r) Employment Contracts of Patrxxx Xxxxxx, Xxndxxx Xxxx xxx Vasudhaven Sudhxxxx, xxbstantially in the form of Exhibit D shall be executed and delivered to Acquiror on the date of this Agreement.
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CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIROR COMPANIES. The obligation of the Acquiror Companies to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time Closing of the following conditions, any or all of which may bebe waived by Acquiror Companies, in whole or in part, to the extent permitted by applicable law:
(a) Each of the representations and warranties of the Company and Andrxxx xxxtained the Stockholders contained in this Agreement shall be true and correct in all material respects (without duplication of any materiality exception contained in any individual representation and warranty) as of the date of this Agreement and as of the Effective Time Closing Date as though made again as of the Effective TimeClosing Date. Acquiror shall have received a certificate of the President President, or the organizational equivalency, and the Chief Financial Officer of the CompanyCompany and from Andrxxx, dated xxted the Closing Date, to such effect with respect to the representations and warranties of the Company set forth in Article II IV hereof;
(b) The Company and Andrxxx xxxll the Stockholders shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by such person on or prior to the Effective Time. Acquiror shall have received a certificate of the President and the Chief Financial Officer of the Company, dated the Closing Date, to such effect with respect to the Company's performance and compliance;with
(c) The resignations, effective at the Effective TimeClosing Date, of each of directors and officers of the Company Company, or the organizational equivalency, shall have been delivered to Acquiror;
(d) No court or Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Laws (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger;
(e) The applicable waiting period under any competition Laws, Regulations and Orders of foreign Governmental Entities, as set forth in Acquiror's Disclosure Letter or the Company's Disclosure Letter, shall have expired or been terminated;
(e) No court or Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Laws (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Exchange illegal or otherwise prohibiting consummation of the Exchange;
(f) Acquiror Companies shall have been advised in writing received the Escrow Agreement, duly executed and delivered by Arthxx Andexxxx XXX as of Andrxxx xxx the Closing Date to the effect that such firm knows of no reason why the Merger cannot be treated for financial accounting purposes as a Pooling Transaction;Escrow Agent; and
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