Conditions Precedent to Obligations of the Selling Stockholders. The obligations of the Selling Stockholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by the Stockholder Representative in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in Article V, to the extent qualified as to materially, shall be true and correct, and, to the extent not so qualified, shall be true and correct in all material respects (other than the representations and warranties contained in (A) the first sentence of Section 5.1 (Organization and Good Standing), (B) Section 5.2 (Authorization of Agreement), and (C) Section 5.6 (Financial Advisors), which representations and warranties shall be true and correct), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing; (b) Purchaser shall have performed and complied in all material respects with the covenants and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) no Legal Proceedings shall have been instituted or threatened or claim or demand made against any Selling Stockholder, the Company or Purchaser, seeking to restrain or prohibit, or to obtain material damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) the School shall have obtained the Pre-Closing Educational Notices and Consents listed on Annex II (other than Pre-Closing Educational Notices and Consents with respect to the Indiana Board for Proprietary Education, the Kentucky Council on Postsecondary Education, and the Nevada Commission on Postsecondary Education); (e) Purchaser and the Escrow Agent shall have executed the Escrow Agreement, and Purchaser shall have executed the Transition Services Agreement; and (f) the Selling Stockholder shall have received the following items: (i) the Purchase Price, in accordance with Section 2.2(b); (ii) a certificate of good standing dated not more than three Business Days prior to the Closing Date with respect to Purchaser issued by the Secretary of State of the State of Delaware; and (iii) a certificate from Purchaser, executed by the Chief Financial Officer of Purchaser, in his capacity as such (without personal liability), dated the Closing Date, to the effect that each of the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Public Education Inc)
Conditions Precedent to Obligations of the Selling Stockholders. The obligations of the Selling Stockholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by the Stockholder Representative Representative, in his sole and absolute discretion, in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of each Purchaser set forth in Article V, to the extent this Agreement qualified as to materially, materiality shall be true and correct, and, to the extent and those not so qualified, qualified shall be true and correct in all material respects (other than respects, at and as of the date hereof and the Closing Date as though made on the Closing Date, except to the extent such representations and warranties contained relate to an earlier date (in (A) the first sentence of Section 5.1 (Organization and Good Standing), (B) Section 5.2 (Authorization of Agreement), and (C) Section 5.6 (Financial Advisors), which case such representations and warranties qualified as to materiality shall be true and correct), and those not so qualified shall be true and correct in each caseall material respects, as of the date of this Agreement on and as of such earlier date), and the Selling Stockholders shall have received a certificate signed by an authorized officer of each Purchaser, dated the Closing as though made at and as of Date, to the Closingforegoing effect;
(b) each Purchaser shall have performed and complied in all material respects with the covenants all obligations and agreements required by this Agreement to be performed or complied with by such Purchaser on or prior to the Closing Date, and the Selling Stockholders shall have received a certificate signed by an authorized officer of each Purchaser in his or her capacity as such, dated the Closing Date, to the foregoing effect;
(c) no Legal Proceedings shall have been instituted or threatened or claim or demand made against any Selling Stockholder, the Company or Purchaser, seeking to restrain or prohibit, or to obtain material damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the School amount of funded debt to be incurred by the Company at Closing shall have obtained the Pre-Closing Educational Notices and Consents listed on Annex II (other than Pre-Closing Educational Notices and Consents with respect to the Indiana Board for Proprietary Education, the Kentucky Council on Postsecondary Education, and the Nevada Commission on Postsecondary Education)not exceed $135,000,000;
(e) Purchaser and the Escrow Agent shall have executed the Escrow Agreement, and each Purchaser shall have executed delivered, or caused to be delivered, to the Transition Services Agreement; andSelling Stockholders evidence of the wire transfers referred to in Section 3.2(a) hereof;
(f) the Selling Stockholder Company shall have received delivered to each of DCY, DAY and Xxxx Xxxxxx executed employment agreements substantially in the following items:
(i) the Purchase Priceform of Exhibits G-1, in accordance with Section 2.2(b);
(ii) a certificate of good standing dated not more than three Business Days prior to the Closing Date with respect to Purchaser issued by the Secretary of State of the State of DelawareG-2 and G-3 hereto, respectively; and
(iiig) a certificate from Purchaser, executed by the Chief Financial Officer of Purchaser, in his capacity as such (without personal liability), dated the Closing Date, each Purchaser shall have delivered to the effect that each of the conditions set forth in Sections 7.2(a) Selling Stockholders an executed Stockholders Agreement and 7.2(b) have been satisfiedan executed Registration Rights Agreement.
Appears in 1 contract
Conditions Precedent to Obligations of the Selling Stockholders. The obligations of the Selling Stockholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by the Stockholder Representative Selling Stockholders in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser set forth in Article V, to the extent this Agreement qualified as to materially, materiality shall be true and correct, and, to the extent and those not so qualified, qualified shall be true and correct in all material respects (other than the representations and warranties contained in (A) the first sentence of Section Sections 5.1 (Organization and Good StandingOrganization), (B) Section 5.2 (Authorization of Agreement), and (C) Section 5.6 (Financial Advisors) and 5.7 (Purchaser Common Stock), which representations representation and warranties shall be true and correct), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date);
(b) Purchaser shall have performed and complied in all material respects with the covenants all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;
(c) no No Legal Proceedings shall have been instituted or threatened or claim or demand made against any the Selling StockholderStockholders, the Company or any of the Subsidiaries, or Purchaser, seeking to restrain or prohibit, prohibit or to obtain material substantial damages with respect to, to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the School shall have obtained the Pre-Closing Educational Notices and Consents listed on Annex II (other than Pre-Closing Educational Notices and Consents with respect to the Indiana Board for Proprietary Education, the Kentucky Council on Postsecondary Education, and the Nevada Commission on Postsecondary Education);
(e) Purchaser and the Escrow Agent shall have executed the Escrow Agreement, and Purchaser shall have executed the Transition Services Agreement; and
(f) the The Selling Stockholder Stockholders shall have received the following items:
(i) the Purchase Price, in accordance with Section 2.2(b);
(ii) a certificate of good standing dated not more than three Business Days prior to the Closing Date with respect to Purchaser issued signed by the Secretary of State President of the State of Delaware; and
(iii) a certificate from Purchaser, executed by the Chief Financial Officer of Purchaser, in his capacity as such (without personal liability)form and substance reasonably satisfactory to the Selling Stockholders, dated the Closing Date, to the effect that each of the conditions specified above in Sections 7.2(a)-(c) have been satisfied in all respects;
(e) Purchaser shall have obtained any consent, approval, order or authorization of, or made any registration, declaration or filing with, any Person or Governmental Body set forth in Sections 7.2(aSection 5.3(b) hereof in a form satisfactory to the Selling Stockholders;
(f) Purchaser and 7.2(bthe Escrow Agent shall have entered into and executed the Escrow Agreement, substantially in the form of Exhibit C hereto;
(g) Purchaser shall have been satisfiedentered into and executed that certain Side Letter Agreement, substantially in the form of Exhibit D hereto; and
(h) Each of the Company and Cuming Microwave Corporation shall have entered into and executed that certain transition services agreement substantially in the form of Exhibit F hereto.
Appears in 1 contract
Conditions Precedent to Obligations of the Selling Stockholders. The obligations of the Selling Stockholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by the Stockholder Representative Selling Stockholders in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser set forth in Article V, to the extent qualified as to materially, materially shall be true and correct, and, to the extent and those not so qualified, qualified shall be true and correct in all material respects (other than the representations and warranties contained in (A) the first sentence of Section Sections 5.1 (Organization and Good Standing), (B) Section 5.2 (Authorization of Agreement), 5.5 (Investment Intention) and (C) Section 5.6 (Financial Advisors), which representations and warranties shall be true and correct), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date);
(b) Purchaser shall have performed and complied in all material respects with the covenants all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;
(c) no Legal Proceedings shall have been instituted or threatened or claim or demand made against any the Selling StockholderStockholders, the Company or Purchaser, Purchaser seeking to restrain or prohibit, or to obtain material substantial damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the School shall have obtained the Pre-Closing Educational Notices and Consents listed on Annex II (other than Pre-Closing Educational Notices and Consents with respect to the Indiana Board for Proprietary Education, the Kentucky Council on Postsecondary Education, and the Nevada Commission on Postsecondary Education);
(e) Purchaser and the Escrow Agent shall have executed the Escrow Agreement, and Purchaser shall have executed the Transition Services Agreement; and
(f) the Selling Stockholder Representative shall have received the following items:
(i) the Purchase Price, in accordance with Section 2.2(b);
(ii) a certificate of good standing dated not more than three Business Days prior to the Closing Date with respect to Purchaser issued by the Secretary of State of the State of Delaware; and
(iii) a certificate from Purchaser, executed by signed the Chief Financial Executive Officer of Purchaser, in his capacity as such (without personal liability)form and substance reasonably satisfactory to the Stockholder Representative, dated the Closing Date, to the effect that each of the conditions set forth specified above in Sections 7.2(a) and 7.2(b7.2(a)-(c) have been satisfiedsatisfied in all respects;
(e) Purchaser and the Escrow Agent shall have entered into and executed the Escrow Agreement, substantially in the form of Exhibit C hereto;
(f) Purchaser shall have obtained (or, as applicable made) any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made by it in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; and
(g) Purchaser shall have delivered the Purchase Price in accordance with Section 2.3 hereof.
Appears in 1 contract
Conditions Precedent to Obligations of the Selling Stockholders. The obligations of the Selling Stockholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by the Stockholder Representative Selling Stockholders in whole or in part to the extent permitted by applicable Law):
(a) ): · the representations and warranties of Purchaser set forth in Article V, to the extent this Agreement qualified as to materially, materially shall be true and correct, and, to the extent and those not so qualified, qualified shall be true and correct in all material respects (other than the representations and warranties contained in (A) the first sentence of Section 5.1 (Organization and Good Standing), (B) Section 5.2 (Authorization of Agreement), and (C) Section 5.6 (Financial Advisors), which representations and warranties shall be true and correct), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing;
, except to the extent such representations and warranties expressly relate to an earlier date (b) in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); · Purchaser shall have performed and complied in all material respects with the covenants all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;
(c) no Legal Proceedings shall have been instituted or threatened or claim or demand made against any Selling Stockholder, the Company or Purchaser, seeking to restrain or prohibit, or to obtain material damages with respect to, the consummation of the transactions contemplated hereby, and ; · there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the School shall have obtained the Pre-Closing Educational Notices and Consents listed on Annex II (other than Pre-Closing Educational Notices and Consents with respect to the Indiana Board for Proprietary Education, the Kentucky Council on Postsecondary Education, and the Nevada Commission on Postsecondary Education);
(e) ; · Purchaser and the Escrow Agent shall have entered into and executed the Escrow Agreement, substantially in the form of Exhibit B hereto; · the Selling Stockholders shall have obtained those, consents, approvals, orders, authorizations, the issuance, reissuance and transfer of Permits, and made the registrations, declarations and filings listed on Schedule 7.2(e); · Purchaser and the Company shall have entered into and executed an Access Agreement, substantially in the form of Exhibit C hereto; and · the waiting period under the HSR Act shall have expired or early termination shall have been granted and Purchaser shall have executed obtained or made any other consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made by it in connection with the Transition Services Agreement; and
(f) execution and delivery of this Agreement or the Selling Stockholder shall have received the following items:
(i) the Purchase Price, in accordance with Section 2.2(b);
(ii) a certificate of good standing dated not more than three Business Days prior to the Closing Date with respect to Purchaser issued by the Secretary of State consummation of the State of Delaware; and
(iii) a certificate from Purchaser, executed by the Chief Financial Officer of Purchaser, in his capacity as such (without personal liability), dated the Closing Date, to the effect that each of the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfiedtransactions contemplated hereby.
Appears in 1 contract
Conditions Precedent to Obligations of the Selling Stockholders. The obligations of the Selling Stockholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by the Stockholder Representative in whole or in part to the extent permitted by applicable Lawlaw):
(a) the representations and warranties of Purchaser set forth in Article V, to the extent qualified as to materially, materiality shall be true and correct, and, and those not qualified as to the extent not so qualified, materiality shall be true and correct in all material respects (other than the representations and warranties contained in (A) the first sentence of Section 5.1 (Organization and Good Standing), (B) Section 5.2 (Authorization of Agreement), and (C) Section 5.6 (Financial Advisors), which representations and warranties shall be true and correct), in each caserespects, as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing;; and
(b) Purchaser shall have performed and complied in all material respects with the all obligations and covenants and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;
(c) no Legal Proceedings the Selling Stockholders shall have been instituted or threatened or claim or demand made against any furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Selling Stockholder, Stockholders) executed by the Company or Purchaser, seeking Chief Executive Officer and Chief Financial Officer of Purchaser certifying as to restrain or prohibit, or to obtain material damages with respect to, the consummation fulfillment of the transactions contemplated hereby, conditions specified in Sections 7.2(a) and 7.2(b);
(d) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the School shall have obtained the Pre-Closing Educational Notices and Consents listed on Annex II (other than Pre-Closing Educational Notices and Consents with respect to the Indiana Board for Proprietary Education, the Kentucky Council on Postsecondary Education, and the Nevada Commission on Postsecondary Education);; and
(e) Purchaser and the Escrow Agent shall have executed the Escrow Agreementdelivered, and Purchaser shall have executed the Transition Services Agreement; and
(f) the Selling Stockholder shall have received the following items:
(i) the Purchase Price, in accordance with Section 2.2(b);
(ii) a certificate of good standing dated not more than three Business Days prior or caused to the Closing Date with respect to Purchaser issued by the Secretary of State of the State of Delaware; and
(iii) a certificate from Purchaser, executed by the Chief Financial Officer of Purchaser, in his capacity as such (without personal liability), dated the Closing Datebe delivered, to the effect that each Selling Stockholders evidence of the conditions set forth wire transfer referred to in Sections 7.2(a) and 7.2(b) have been satisfiedSection 2.2 hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (North Atlantic Trading Co Inc)
