Conditions Precedent to the Obligations of Parent Sample Clauses

Conditions Precedent to the Obligations of Parent. The obligations of the Parent under this Agreement are subject to the satisfaction at the Closing of each of the following conditions.
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Conditions Precedent to the Obligations of Parent. The obligation of Parent to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Parent and may be waived by Parent in whole or in part at any time): (a) all covenants of the Company under this Agreement to be performed or complied with on or before the Effective Time which have not been waived by Parent shall have been duly performed or complied with by the Company in all material respects, and Parent shall have received a certificate of the Company addressed to Parent and dated the Effective Date, signed on behalf of the Company by two senior executive officers of the Company (on the Company's behalf and without personal liability), confirming the same as of the Effective Time; (b) the representations and warranties of the Company set forth in: (i) Sections 3.1(b), 3.1(g)(i) and 3.1(p)(ii) shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement, the Amendment Date and as of the Effective Time as if made at and as of such time, (ii) Sections 3.1(dd)(ii) and 3.1(dd)(iii) shall be true and correct in all material respects as of the date of this Agreement, the Amendment Date and as of the Effective Time as if made at and as of such time; and (iii) Section 3.1, other than those to which clauses (i) and (ii) above apply, shall be true and correct in all respects (disregarding for purposes of this Section 6.2(b)(iii) any materiality or Company Material Adverse Effect qualification contained in any such representation or warranty) as of the date of this Agreement, the Amendment Date and as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement, the Amendment Date or another date shall be true and correct in all respects as of such date), except in the case of this clause (iii) where the failure to be so true and correct in all respects, individually and in the aggregate, would not result in a Company Material Adverse Effect, and Parent shall have received a certificate of the Company addressed to Parent and dated the Effective Date, signed on behalf of the Company by two senior executive officers of the Company (on the Company's behalf and without personal liability), confirming the same as of the Effective Time; (c) since the date of this Agreement, there shall ...
Sample 1
Conditions Precedent to the Obligations of Parent. All obligations of Parent and the Company under this Agreement or any other instrument or any agreement contemplated hereby are subject to the fulfillment, prior to or as of the Closing Date, as indicated below, of each of the following conditions, any one of which may be waived at Closing by the Board of the Parent (or an executive officer of Parent acting on direction of the Board): (a) The representations and warranties by or on behalf of AdNet, AdNet Executives and AdNet Shareholders contained in this Agreement, or the AdNet Pledge Documents shall be true in all material respects at and as of Closing Date as though such representations and warranties were made at and as of such time. (b) AdNet, AdNet Executives and the AdNet Shareholders shall have performed and complied in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by it prior to or at the Closing, including, without limitation, all of the covenants and agreements of AdNet, AdNet Executives and the AdNet Shareholders set forth in Section 5 of this Agreement. (c) On the Closing Date, the AdNet Executives shall have delivered to Parent a certificate, duly executed by such Person and certifying, that to the best of such Person’s knowledge and belief, that the representations and warranties of AdNet set forth in this Agreement are true and correct in all material respects. (d) On or before the Closing, the Board of Directors of AdNet shall have approved, in accordance with PRC law and the AdNet Corporate Documents, the execution, delivery and performance of this Agreement, the AdNet Pledge Documents and the consummation of the transaction contemplated herein and authorized all of the necessary and proper action to enable AdNet to comply with the terms of the Agreement. (e) On or before the Closing Date, there shall only be the AdNet Shares outstanding, all of which shall have been duly transferred to China Broadband Cayman at Closing by delivery of the same to the Trustee. Additionally, there shall be no warrants, options, notes, or other securities or convertible securities outstanding or any agreements to issue any of the foregoing and the capitalization shall be as established in this Agreement. (f) At the Closing, all instruments and documents delivered to the Company pursuant to provisions hereof shall be reasonably satisfac...
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Conditions Precedent to the Obligations of Parent. AND MERGER SUBSIDIARY
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Conditions Precedent to the Obligations of Parent. All obligations of Parent under this Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions (any one of which may be waived at Closing by an officer of Parent): (a) The representations and warranties by Parent and the Broadband Shareholders contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of such time; (b) China Broadband Cayman and the Broadband Shareholders shall have performed and complied with, in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied or executed and delivered by them prior to or at the Closing; (c) All Broadband Shareholders receiving Exchange Shares shall deliver to Parent a letter commonly known as an Investment Letter substantially in the form as annexed hereto as Exhibit 4.2(e), containing acknowledgements that the Exchange Shares are being acquired for investment purposes (each, an “Investment Letter”).
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Conditions Precedent to the Obligations of Parent. SELLER AND NMT-US. -------------------------------------------------------------------- All of the obligations of Seller, Parent and NMT-US to consummate the transactions contemplated by this Agreement shall be contingent upon and subject to the satisfaction, on or before the Closing Date, of each and every one of the following conditions, all or any of which may be waived, in whole or in part, by Parent for purposes of consummating such transactions, but without prejudice to any other right or remedy which it may have hereunder as a result of any misrepresentation by, or breach of any covenant, representation warranty of Buyer or ISC contained in this Agreement, or any certificate or instrument furnished by it hereunder. To the extent that a representation is not qualified as to the best knowledge of or as to a Material Adverse Effect then it must be true in all material aspects.
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Conditions Precedent to the Obligations of Parent. (a) The following shall be added to the end of Section 7.1:
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Conditions Precedent to the Obligations of Parent. The obligations of Parent to consummate the transactions contemplated by this Merger Agreement shall be subject to fulfillment or written waiver by Parent prior to the Effective Time of each of the following conditions:
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Conditions Precedent to the Obligations of Parent 
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Related to Conditions Precedent to the Obligations of Parent

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:

  • Conditions Precedent to the Obligations of the Company The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.

  • Conditions Precedent to the Obligations of Seller The obligations of Seller under this Agreement are subject to the each of the following conditions being met:

  • Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions Precedent to the Obligations of Sellers The obligations of Sellers to consummate the Transactions are also subject to the satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by the Seller Representative in writing: (a) Each representation and warranty of Buyer contained in this Agreement shall, if specifically qualified by materiality or Material Adverse Effect, be true and correct in all respects and, if not so qualified, be true and correct in all material respects, in each case as of the date of this Agreement and on and as of the Closing Date, as though made on and as of such date (other than those representations and warranties made as of a specific date, which shall be true and correct or true and correct in all material respects, as the case may be, as of such date). (b) Buyer shall have performed in all material respects all of its obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement shall to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to obligations and agreements that are qualified by materiality, Buyer shall have performed such obligations and agreements, as so qualified, in all respects. (c) Buyer shall have delivered to Seller a certificate, dated the Closing Date, signed by a duly authorized officer of Buyer certifying as to (i) the fulfillment of the conditions specified in Sections 8.2(a) and (b), and (ii) the incumbency of each Person having authority to execute and deliver this Agreement and the Transaction Documents to which Buyer is party. (d) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Authority, and there shall be no action, suit or proceeding pending or threatened, which: (i) makes or may make any Transaction Document or any of the Transactions illegal, or imposes or may impose material damages or penalties in connection therewith; or (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Transactions. (e) Since the date hereof, nothing shall have occurred, and Sellers shall not have become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect on the consummation of the Transactions. (f) Since the date hereof, there shall not have been any Material Adverse Effect on Buyer, or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the Transactions.

  • Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligations of Purchaser The obligation of Purchaser to consummate the transaction contemplated hereunder shall be subject to the fulfillment on or before the Closing Date of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement); (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date; (d) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.

  • Conditions Precedent to the Obligations of the Purchasers The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing Date is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

  • 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.

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