CONDITIONS TO ACQUIROR'S OBLIGATIONS Sample Clauses
CONDITIONS TO ACQUIROR'S OBLIGATIONS. The obligations of Acquiror and Sub to consummate the Merger and the other transactions contemplated to be consummated by them at the Closing are subject to the satisfaction (or waiver by Acquiror and Sub) at or prior to the Closing (or at such other time prior thereto as may be expressly provided in this Agreement) of each of the following conditions:
(a) The representations and warranties of MailKey set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time;
(b) MailKey shall have complied in a timely manner and in all material respects with its covenants and agreements set out in this Agreement;
(c) There shall be delivered to Acquiror an officer's certificate of MailKey to the effect that all of the representations and warranties of MailKey set forth herein are true and correct in all material respects as of the Closing, and that MailKey has complied in all material respects with covenants and agreements set forth herein required to be complied with by the Closing;
(d) There shall be delivered to Acquiror a certificate signed by the Shareholder to the effect that the representations and warranties of MailKey and the Shareholder set forth herein and true and correct in all material respects and that MailKey and the Shareholder have complied in all material respects with their covenants and agreements required to be complied with by the Closing;
(e) MailKey shall have secured the written consent of the holders of 100% of the MailKey Capital Stock by way of Written Notice as described in Section 3.1(a) hereof;
(f) All U.S. MailKey Security Holders shall have executed and delivered U.S. Investment Letters and Non-U.S. MailKey Security Holders shall have executed and delivered Non-U.S. Investment Letters;
CONDITIONS TO ACQUIROR'S OBLIGATIONS. In addition to any other conditions set forth in this Agreement, the Acquiror’s obligation to consummate the Closing is subject to the timely satisfaction of each and every one of the conditions and requirements set forth in this Section 3.1, all of which shall be conditions precedent to the Acquiror’s obligations under this Agreement.
CONDITIONS TO ACQUIROR'S OBLIGATIONS. All obligations of Acquiror under this Agreement are subject to the fulfillment or waiver (to the extent permitted by this Agreement and applicable law), prior to or at the Effective Time, of each of the following conditions:
CONDITIONS TO ACQUIROR'S OBLIGATIONS. The obligations of Acquiror to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the conditions set forth in this Article X.
CONDITIONS TO ACQUIROR'S OBLIGATIONS. The obligations of Acquiror hereunder shall be subject to the satisfaction, as of the Closing Date, of the following conditions (any of which may be waived, in whole or in part, by Acquiror):
CONDITIONS TO ACQUIROR'S OBLIGATIONS. The obligation of Acquiror to pay the Merger Consideration on the Closing Date and to consummate the other transactions contemplated hereby is subject to the satisfaction, on or before the Closing Date, of the following conditions each of which may be waived by Acquiror in its sole discretion: SECTION
CONDITIONS TO ACQUIROR'S OBLIGATIONS. The obligations of the Acquiror under this Agreement are subject, at the option of the Acquiror, to the fulfillment of each of the following conditions as of the Closing:
CONDITIONS TO ACQUIROR'S OBLIGATIONS. The obligation of Acquiror to consummate on the Closing Date the transactions contemplated by this Agreement will be subject to the satisfaction of each of the following conditions on or prior to the Closing Date, unless expressly waived in writing by Acquiror:
CONDITIONS TO ACQUIROR'S OBLIGATIONS. Acquiror’s obligation to acquire the Property pursuant to this Agreement or otherwise perform any obligations provided for in this Agreement is conditioned upon the occurrence of the following conditions on or before the Closing Date:
(a) The representations, warranties and covenants of Contributor and each Unit Recipient contained in this Agreement shall be true and correct in all material respects as of the Closing Date.
(b) Contributor shall have performed and complied in all material respects with all covenants and agreements contained herein which are to be performed and complied with by Contributor at or prior to the Closing Date.
(c) Contributor shall have delivered to the Title Company: (i) the Deed conveying good and marketable title to the Property to MDV Trophy of Carson CA LLC, a wholly-owned special purpose subsidiary of Acquiror, subject to Permitted Exceptions; (ii) an assignment of the billboard lease; (iii) the Lease and the Guaranty; (iv) an assignment of warranties and intangible property owned by Contributor; and (iv) a signed closing statement.
(d) Contributor shall have delivered to the Title Company a certificate of an officer, manager or general partner, as applicable, of each of Contributor, Lessee and each Guarantor, together with copies of each entity’s (A) articles of organization or certificate of formation, as applicable, amended to date; (B) operating agreement, bylaws or partnership agreement, as applicable, amended to date; (C) resolutions authorizing the transaction and the execution of this Agreement and the other transaction documents, and identifying the person(s) authorized to execute this Agreement and the other transaction Documents; and (D) original certificates of good standing or similar documents from the states in which each entity was organized or formed, and original certificates of qualification or similar documents from the state where the Property is located;.
(e) The Title Company shall be irrevocably and unconditionally committed to issuing the Title Policy insuring title in the name of MDV Trophy of Carson CA LLC upon Closing.
(f) There shall be no pending actions, suits or proceedings of any kind or nature whatsoever, legal or equitable, affecting the Property in any material way, or relating to or arising out of the ownership or operation of the Property, and continuing after the date of this Agreement in any court or before or by a federal, state, county, municipal department, commission, board, burea...
CONDITIONS TO ACQUIROR'S OBLIGATIONS