Conditions to Acquisition Sample Clauses

Conditions to Acquisition. (a) Unless waived in writing by Purchaser, Purchaser's obligation to consummate the Acquisition shall be subject to the satisfaction of the following conditions, among others, to be contained in the Definitive Agreement:
Sample 1
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Conditions to Acquisition. The Borrower hereby covenants and agrees that each of the conditions set forth below in this Section 8 shall be satisfied (or waived) in form an substance satisfactory to the Administrative Agent, in its discretion, substantially concurrently with the consummation of the Dynabil Acquisition:
Sample 1
Conditions to Acquisition. The Borrower shall have provided to Administrative Agent, prior to the Acquisition, a certificate signed by a Responsible Officer of the Borrower certifying: (A) that the Purchase Price for the Acquisition in question does not exceed $25,000,000; provided, that the Administrative Agent may waive the Purchase Price requirement in this clause (A); (B) that the Leverage Ratio of the Borrower on a pro forma basis for the four (4) fiscal quarter period then most recently ending is not greater than (1) if such Fiscal Quarter is ending on or after September 30, 2010 and prior to December 31, 2012, 2.75 to 1.00; (2) if such Fiscal Quarter is ending on or after December 31, 2012 and prior to December 31, 2013, 2.50 to 1.00, and (3) if such Fiscal Quarter is ending on or after December 31, 2013, 2.25 to 1.00; (C) that the daily average Availability for the thirty (30) day period prior to the date of calculation after giving pro forma effect to the Acquisition in question (as if it were consummated on the first day of such period), will equal or exceed $15,000,000; (D) that after giving effect to the Acquisition in question, all representations and warranties contained in the Loan Documents will be true and correct in all material respects on and as of the date of the closing of the Acquisition with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties relate specifically to another date; and (E) that no Default or Event of Default exists or will result from the Acquisition;
Sample 1
Conditions to Acquisition. The following Section 3.2 is added to the Credit Agreement:
Sample 1
Conditions to Acquisition. 18 5.1 Conditions to Each Party's Obligation to Effect the Acquisition..................................... 18 5.2 Additional Conditions to Obligations of Ascend...................................................... 19 5.3 Additional Conditions to Obligations of PSI......................................................... 19 ARTICLE VI AMENDMENT........................................................................................... 20 6.1 Amendment........................................................................................... 20
Sample 1
Conditions to Acquisition. All conditions precedent to the obligations of the Company and Acquisition Sub under the Acquisition Agreement, as in effect on the date hereof, shall be satisfied without any waiver by the Company or Acquisition Sub and concurrently with (or immediately after) the Closing, the Company shall acquire good title to the Shares (as set forth in the Acquisition Agreement).
Sample 1
Conditions to Acquisition 
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Related to Conditions to Acquisition

  • No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or (ii) other than in the ordinary course of business, otherwise acquire or agree to acquire any assets which, in the case of this clause (ii), are material, individually or in the aggregate, to the Company.

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • CONDITIONS TO THE MERGERS 36 Termination of the Mergers and the Merger Agreement..................... 37

  • CONDITIONS TO MERGER Section 6.1. Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction or waiver by each party prior to the Effective Time of the following conditions:

  • No Acquisitions or Dispositions (i) There are no contracts, letters of intent, term sheets, agreements, arrangements or understandings with respect to the direct or indirect acquisition or disposition by any of the Company or its subsidiaries of interests in assets or real property that are required to be described in the Registration Statement and the Prospectus that are not so described; and (ii) except as described in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries has sold any real property to a third party during the immediately preceding twelve (12) calendar months, except for such sales as would not reasonably be expected to have a Material Adverse Effect.

  • Conditions to Issuance No Letter of Credit shall be issued at the request and for the account of any Account Party(ies) unless, as of the date of issuance of such Letter of Credit:

  • Conditions to Second Closing The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

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