CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION. The obligation of the Seller to consummate the transactions contemplated hereby is subject to the satisfaction as of the Closing, or the waiver by the Seller, of the following conditions:
(a) The warranties and representations of the Buyer made in Article VI of this Agreement shall be true and correct in all material respects on and as of the date of this Agreement; and the Buyer shall have performed in all material respects the covenants of the Buyer contained in this Agreement required to be performed on or prior to the Closing.
(b) There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by any Governmental Body directing that the transactions provided for herein, or any of them, not be consummated as herein provided.
(c) The Buyer shall have delivered, or caused to have been delivered, to the Seller the following:
(i) The Cash Payment as specified in Section 2.3 above;
(ii) A certificate from the Secretary of the Buyer, in a form reasonably satisfactory to the Seller, setting forth the resolutions of the Board of Directors of the Buyer authorizing the execution of this Agreement and all Ancillary Agreements to be executed, delivered and performed by the Buyer in connection herewith and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated hereby;
(iii) A recent good standing certificate (or comparable document) for the Buyer issued by the Secretary of State (or comparable office) of the jurisdiction in which the Buyer is domiciled;
(iv) The Escrow Agreement, duly executed by each of the Buyer and the Escrow Agent;
(v) The Guaranty, duly executed by the Buyer;
(vi) Such other endorsements, assignments, affidavits and other good and sufficient instruments of assignment, conveyance and transfer as are reasonably requested by the Seller to reflect that the Permitted Indebtedness will remain an obligation of the Company after the Closing; and
(vii) A certificate dated the Closing Date and executed by a duly authorized officer of the Buyer, in a form reasonably satisfactory to the Seller, certifying that all conditions set forth in Section 3.2(a) above, have been fully satisfied.
(d) The Buyer shall have delivered to the Escrow Agent the Escrow Amount as specified in Section 2.4 above.
(e) The Holding Company shall have delivered to the Seller the Closing Cash Distribution Amount as specified in Section 2.5(a) above.
CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION. The obligation of the Seller to consummate the Merger and the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction or waiver of the following conditions:
CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION. The obligation of the Sellers to consummate the Closing Transactions is subject to fulfillment prior to or at the Closing of the following conditions:
(a) The Buyer’s representations and warranties contained in this Agreement shall be true and correct in all material respects at and as of the Closing.
(b) No Action or Proceeding before any Governmental Entity will be pending or threatened wherein an unfavorable judgment, decree, injunction or order would prevent the consummation of the Closing Transactions or result in any Closing Transaction being declared unlawful or rescinded, and no such judgment, injunction, decree or order will be in effect.
(c) The Sellers shall have received all requisite governmental and regulatory approvals with respect to the transactions contemplated by this Agreement, including those from the Michigan Gaming Control Board.
CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION. TO CLOSE -------------------------------------------------------- The obligations of the Seller under this Agreement with respect to the purchase and sale of the Assets shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
A. All of the representations and warranties by the Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and shall survive the Closing Date for a period of six (6) months. The Buyer shall have complied with and performed all of the agreements, covenants and conditions required by this Agreement to be performed and complied with by it on or prior to the Closing Date. The Seller shall have been furnished with a certificate of the President or any Vice President of the Buyer, dated the Closing Date, certifying to the fulfillment of the foregoing conditions.
B. The Buyer shall have delivered a copy, certified by the Secretary of the Seller, of the resolution adopted by the Board of Directors of the Buyer and authorizing the execution, delivery and performance of this Agreement on behalf of the Buyer and the consummation of the transactions contemplated hereby.
C. The Buyer shall have delivered the purchase price in accordance with Article IV hereof.
D. There shall not have occurred any material adverse change in the operations, assets, liabilities, business, results of operation, condition (financial or otherwise) or prospects of the Buyer, or any event or circumstance which materially and adversely affects or may affect the operation, assets, liabilities, business, results of operations, condition (financial or otherwise) or prospects of the Buyer.
CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION. The obligation of Seller to consummate the transactions contemplated in this Agreement at the Closing is subject to the satisfaction of all of the following conditions, any of which may be waived (but only in writing) by Seller:
CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION. The obligation of each of the Sellers to sell, assign, transfer, convey and deliver the Shares owned by it or the investment accounts it manages, as applicable, upon exercise of the Purchase Options by the Purchaser shall be subject to the satisfaction or (except in the case of Sections 5.2(a) and 5.2(c), which may not be waived), waiver on the Closing Date of each of the following conditions precedent:
CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION to Sell the ----------------------------------------------------------- Company Shares. The obligations of the Seller to sell the Company Shares is -------------- subject to the fulfillment prior to or at the Closing of the following conditions:
CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION. The obligation of the Seller to consummate the Sale shall also be subject to the satisfaction at or prior to the Closing of all of the following conditions (any of which may be waived, in whole or in part, by eBay):
(a) the representations and warranties of the Purchaser set forth in Article 8 of this Agreement shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date; and
(b) the Purchaser shall have performed in all material respects the covenants and agreements of the Purchaser required to be performed on or before the Closing Date in accordance with this Agreement.
CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION. The obligation of the Seller to consummate the sale, transfer and assignment to the Buyer of the Shares on the Closing Date is, at the option of the Seller, subject to the satisfaction of the following conditions: (a) Each of the representations and warranties of the Buyer contained in Section 2.2 hereof shall be true and correct as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date, except for changes permitted or contemplated hereby.
CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION. The obligation of the Sellers to consummate the Closing Transactions is subject to fulfillment prior to or at the Closing of the following conditions:
(a) No Governmental Entity shall have enacted a judgment, decree, injunction or order that is in effect and has the effect of making illegal or otherwise preventing the consummation of the Closing Transactions.
(b) The Sellers shall have received the approval of MGCB, if required, for the sale of the Purchased Securities.
(c) The Buyer shall have delivered the Purchase Price to the Sellers.
(d) The Closing Date shall have occurred no later than April 15, 2013 (as such date may be extended pursuant to Section 6.3 below).
