Conditions to Acquisition's Obligations. The obligations of Acquisition to complete the Merger are subject to the following conditions (any or all of which may be waived by Acquisition):
(a) The representations and warranties of the Company contained in this Agreement will, except as contemplated by this Agreement, be true and correct in all material respects on the Merger Date with the same effect as though made on that date (except that representations or warranties which related expressly as of a specified date or a specified period need only to have been true and correct with regard to the specified date or period), and the Company will have delivered to Acquisition a certificate dated that date and signed by the President or a Vice President of the Company to that effect.
(b) The Company will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled on or before the Merger Date.
(c) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains Acquisition from completing the transactions which are the subject of this Agreement and no action will be pending against the
Conditions to Acquisition's Obligations. The obligations of Acquisition to complete the Merger are subject to the following conditions (any or all of which may be waived by Parent):
(a) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains Parent or Acquisition from completing the Merger.
(b) If approval of the Merger by the Company’s stockholders is required by applicable law or by the rules of any securities exchange or quotation system on which the Common Stock is listed or quoted, the Merger will have been approved by the holders of a majority of the shares of Common Stock that are entitled to vote with regard to the Merger.
Conditions to Acquisition's Obligations. The obligations of Acquisition to complete the Merger (which may be waived by Parent) are subject to following conditions:
(a) No order will have been entered by any Governmental Authority and be in force which invalidates this Agreement or restrains Parent or Acquisition from completing the Merger.
(b) The Company will have granted a limited waiver to Parent and Acquisition to provide (i) that Parent and Acquisition may each own shares of capital stock of the Company in excess of 9.8% in value or number of shares.
Conditions to Acquisition's Obligations. The obligations of Acquisition to complete the Stock Purchase and to complete the Merger are subject to the following conditions (any or all of which may be waived by Acquisition with regard to the Stock Purchase or the Merger):
(a) As to the Stock Purchase, the representations and warranties of the Company contained in this Agreement will, except as contemplated by this Agreement, be true and correct in all material respects on the Stock Purchase Closing Date with the same effect as though made on that date, and the Company will have delivered to Acquisition on the Stock Purchase Closing Date a certificate dated that date and signed by the President or a Vice President of the Company to that effect.
(b) As to the Merger, the representations and warranties of the Company in Paragraph 5.8 will, except as contemplated by this Agreement, be true and correct in all material respects on the Merger Date with the same effect as though made on that date, and the Company will have delivered to Acquisition on the Merger Date a certificate dated that date and signed by the President or a Vice President of the Company to that effect.
(c) The Company will have fulfilled in all material respects all of its obligations under this Agreement required to have been fulfilled prior to or on the applicable one of the Stock Purchase Closing Date or, the Merger Date.
(d) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains Acquisition from completing any of the transactions which are the subject of this Agreement.
(e) On or before the Stock Purchase Closing Date, Xxxxxx Xxxx will have been elected to the Company's Board of Directors,effective upon completion of Acquisition's purchase of the Purchased Common Stock, as contemplated by Paragraph 7.6, and, except under circumstances described in Paragraph 7.6 in which Acquisition no longer is entitled to designate a member of that Board of Directors, that election will not have been rescinded.
(f) As to the Merger, the number of shares held by shareholders of the Company who have filed written objections to approval of the Merger sufficient to preserve their rights to demand the fair value of the shares pursuant to Articles 5.11 through 5.13 of the TBCA will not exceed 5% of the total number of outstanding shares of Common Stock and 8% Preferred Stock combined (treating each share of 8% Preferred Stock as being equal to 32 shares of Common Stock).
(g) As...
Conditions to Acquisition's Obligations. The obligations of Acquisition to complete the Merger are subject to the following conditions (any or all of which may be waived by Acquisition):
(a) The representations and warranties of the Company contained in this Agreement will, except as contemplated by this Agreement, be true and correct in all material
(b) The Company will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled on or before the Merger Date.
(c) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains Acquisition from completing the transactions which are the subject of this Agreement and no action will be pending against the Company or Acquisition relating to the transactions which are the subject of this Agreement which presents a reasonable likelihood of resulting in an award of damages against the Company or Acquisition which would be material after the Merger to the Company and its subsidiaries taken as a whole.
Conditions to Acquisition's Obligations. The obligation of Acquisition to consummate the closing of the transaction contemplated in this Agreement is subject to the satisfaction or waiver, at or before the Closing, of the following conditions set forth in this Section 5.1:
(a) the FCC and MPUC shall have approved the Merger, including but not limited to, by giving consent to any and all assignments or transfers of control of Permits, and all applicable appeal periods shall have expired or otherwise been terminated, and all filings, authorizations and approvals and consents set forth on Schedule 5.1(a) shall have been made with or obtained from all applicable governmental authorities or other Persons, as the case may be;
(b) no event, development, circumstance or occurrence shall have occurred since December 31, 2005 that individually or in the aggregate has had, or would reasonably be expected to have, a Material Adverse Effect.
(c) there shall be no suit, action, investigation or proceeding pending or threatened before any court, agency or other governmental authority by which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing, in whole or in part, and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect;
(d) (i) the representations and warranties of Communications contained in Article 3 shall be true and correct in all material respects (except for such representations and warranties which are qualified by their terms by a reference to materiality, which representations and warranties as so qualified shall be true in all respects) at and as of the Closing as though then made; and (ii) Communications has performed or caused to have been performed in all material respects all of the covenants and agreements required by this Agreement to be performed by Communications or any of its Subsidiaries prior to the Closing; Acquisition shall have received a certificate signed by the President of Communications as to the matters set forth in clauses (i) and (ii);
(e) Acquisition shall have received the written resignation, effective as of the Closing, of each director and officer of the Subsidiaries;
(f) Acquisition shall have received the Pay-Off Letters;
(g) Acquisition shall have received a certificate of good standing as of the most recent practicable date from the Secretary of State of the states where Communications and each of the Subsidiaries is incorporated, as well as foreign qualification certificates for...
Conditions to Acquisition's Obligations. The obligations of Acquisition to complete the Merger are subject to the following conditions (any or all of which may be waived by Acquisition):
(a) The Company will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled on or before the Merger Date, except failures which (i) would not, in the aggregate, materially impair or delay the ability of Acquisition and the Company to effect the Merger and (ii) would not have, or reasonably be expected to have, a Material Adverse Effect on the Company, or which (iii) have been caused by or result from a breach of this Agreement by Lennar or Acquisition.
(b) No order will have been entered by any court or governmental authority which has jurisdiction over Acquisition, Lennar or the Company and be in force which invalidates this Agreement or restrains Lennar or Acquisition from completing the transactions which are the subject of this Agreement.
(c) If approval of the Merger by the Company's stockholders is required by applicable law or by the rules of any securities exchange or quotation system on which the Common Stock is listed or quoted, the Merger will have been approved by the holders of at least a majority of the outstanding shares of Common Stock.
Conditions to Acquisition's Obligations. All obligations of Acquisition under this Agreement to effect the Merger are subject solely to the fulfillment at or prior to the Closing Time of each of the following conditions (any of which may be waived in writing by Acquisition):
Conditions to Acquisition's Obligations. The obligations of Acquisition to complete the Merger are subject to the following conditions (any or all of which may be waived by Acquisition):
(a) The representations and warranties of the Company contained in this Agreement will, except as contemplated by this Agreement, be true and correct in all material 31 respects on the Merger Date with the same effect as though made on that date (except that representations or warranties which related expressly as of a specified date or a specified period need only to have been true and correct with regard to the specified date or period), and the Company will have delivered to Acquisition a certificate dated that date and signed by the President or a Vice President of the Company to that effect.
(b) The Company will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled on or before the Merger Date.
(c) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains Acquisition from completing the transactions which are the subject of this Agreement and no action will be pending against the Company or Acquisition relating to the transactions which are the subject of this Agreement which presents a reasonable likelihood of resulting in an award of damages against the Company or Acquisition which would be material after the Merger to the Company and its subsidiaries taken as a whole.
Conditions to Acquisition's Obligations. The obligations of Acquisition to complete the Merger are subject to the following conditions (any or all of which may be waived by Acquisition):
27 29 (a) The representations and warranties of the Company contained in this Agreement will, except as contemplated by this Agreement, be true and correct in all material respects on the Merger Date with the same effect as though made on that date (except that representations or warranties which related expressly as to specified date or a specified period need only to have been true and correct with regard to the specified date or period), and the Company will have delivered to Acquisition a certificate dated that date and signed by the President or a Vice President of the Company to that effect.
