Conditions Precedent to the Obligations of Parent and Merger Sub Sample Clauses

Conditions Precedent to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to enter into and complete the Closing are conditioned upon the satisfaction or waiver by Parent on behalf of itself and Merger Sub, on or before the Closing Date, of the following conditions:
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Conditions Precedent to the Obligations of Parent and Merger Sub. All obligations of Parent and Merger Sub under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: (a) The representations and warranties by AMHN contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true and correct in all material respects at and as of the Closing as though such representations and warranties were made at and as of such times. (b) AMHN shall have performed and complied with, in all material respects, all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) The directors and the shareholders of AMHN shall have approved in accordance with applicable state corporation law the execution and delivery of this Agreement and the consummation of the transactions contemplated herein. (d) AMHN shall deliver an opinion of its legal counsel to the effect that: (i) AMHN is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation; (ii) This Agreement has been duly authorized, executed and delivered by AMHN and the Major Shareholders and is a valid and binding obligation of AMHN and the Major Shareholders enforceable in accordance with its terms; (iii) The Board of Directors and stockholders of AMHN have taken all corporate action necessary for performance under this Agreement; and (iv) AMHN has the corporate power to execute, deliver and perform under this Agreement. (v) All of the shares of AMHN capital stock that are currently issued and outstanding are validly issued, fully paid and nonassessable. (e) AMHN shall have delivered verified assurances in form and substance acceptable to Parent and Merger Sub that at Closing AMHN has at least seventy-five (75) office locations with confirmation of commitments of carriage for AMHN content.. (f) AMHN shall have received assurances from the Major Shareholders, in form reasonably satisfactory to Parent, of up to $500,000 funding to be made available to AMHN if and as needed to assure not less than six (6) months of the Company’s operations. (g) Prior to the Closing, Parent shall have effected the Share Cancellation, and, immediately after giving effect to the Closing, shall issue to the Canceling Shareholder the New Post Merger Shares having the piggy-back registration rights that are set forth in the Form of Registration Rights Agreement attached...
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Conditions Precedent to the Obligations of Parent and Merger Sub. All obligations of Parent and Merger Sub under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: (a) The representations and warranties by the Company contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true and correct in all material respects at and as of the Closing as though such representations and warranties were made at and as of such times. (b) The Company shall have performed and complied with, in all material respects, all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) The Company shall have amended and restated its stock incentive plan to reduce the number of authorized options to purchase common stock in the Company to 1,000,000 option shares. (d) The Company shall deliver an opinion of its legal counsel to the effect that: (1) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation; (2) This Agreement has been duly authorized, executed and delivered by the Company; (3) The board of directors and stockholders of the Company have taken all corporate action necessary for performance under this Agreement; and (4) The Company has the corporate power to execute, deliver and perform under this Agreement.
Sample 1
Conditions Precedent to the Obligations of Parent and Merger Sub. All obligations of Parent and Merger Sub under this Agreement are subject to the fulfillment, prior to or at the Closing and/or the Effective Time, of each of the following conditions: (a) The representations and warranties by the Company contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true and correct in all material respects at and as of the Closing and the Effective Time as though such representations and warranties were made at and as of such times. (b) The Company shall have performed and complied with, in all material respects, all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) The Company shall deliver an opinion of its legal counsel to the effect that: (1) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization; (2) This Agreement has been duly authorized, executed and delivered by the Company; (3) The Manager and holders of Company Class A and Class B Units have taken all corporate action necessary for performance under this Agreement; and (4) The Company has the corporate power to execute, deliver and perform under this Agreement.
Sample 1
Conditions Precedent to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or before the Closing of each of the following conditions, any one or more of which may be waived by Parent in its sole discretion:
Sample 1
Conditions Precedent to the Obligations of Parent and Merger Sub. All obligations of Parent and Merger Sub under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: (a) The representations and warranties by Spectrum contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true and correct in all material respects at and as of the Closing as though such representations and warranties were made at and as of such times. (b) Spectrum shall have performed and complied with, in all material respects, all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) The directors and the Sole Shareholder of Spectrum shall have approved in accordance with applicable state corporation law the execution and delivery of this Agreement and the consummation of the transactions contemplated herein. (d) Spectrum shall have delivered an affidavit of its Chief Executive Officer to the effect that: (i) Spectrum is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation; (ii) This Agreement has been duly authorized, executed and delivered by Spectrum and its Sole Shareholder and is a valid and binding obligation of Spectrum and its Sole Shareholder enforceable in accordance with its terms; (iii) The Board of Directors and Sole Shareholder of Spectrum have taken all corporate action necessary for performance under this Agreement; and (iv) Spectrum has the corporate power to execute, deliver and perform under this Agreement. (v) All of the shares of Spectrum capital stock that are currently issued and outstanding are validly issued, fully paid and nonassessable. (e) Spectrum shall have delivered verified assurances in form and substance acceptable to Parent and Merger Sub that at Closing Spectrum has at least 126 live office locations and confirmation or commitments for at least an additional 24 locations for carriage of Spectrum content.
Sample 1

Related to Conditions Precedent to the Obligations of Parent and Merger Sub

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub 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 each of the following conditions:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

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

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

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