Conditions to Buyers and Sellers Obligations. The respective obligations of Buyer and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following condition: No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, order or award which is then in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the transactions contemplated by this Agreement.
Conditions to Buyers and Sellers Obligations. (a) Buyer's obligation to consummate the purchase and sale of the Property on the Closing Date shall be subject to the satisfaction or performance of the following terms and conditions, any one or more of which may be waived by Buyer, in whole or in part, on or as of the Closing Date:
(i) Seller shall have materially complied with all covenants and provisions required by this agreement to be complied with by Seller before, on, or as of the Closing Date;
(ii) The representations and warranties of Seller in this agreement shall be true and correct in all material respects on and as of the Closing Date; and
(iii) Buyer shall not have terminated this agreement pursuant to an express right to terminate set forth in this agreement. If any of the foregoing Buyer's conditions have not been satisfied, waived or performed on or as of the Closing Date, the Buyer shall have the right, at Buyer's option, either: (i) to terminate this agreement by giving written notice to Seller on or before the Closing Date, in which event all rights and obligations of the parties under this agreement shall expire; or (ii) if such failure of condition constitutes a breach of representation or warranty by Seller, constitutes a failure by Seller to perform any of the terms, covenants, conditions, agreements, requirements, restrictions or provisions of this agreement, or otherwise constitutes a default by Seller under this agreement, to exercise such rights and remedies as may be provided for in paragraph 16 of this agreement. In either of such events, the Earnest Money shall bx xxxxxded to Buyer immediately upon request.
Conditions to Buyers and Sellers Obligations. The respective obligation of each of Buyer, Parent and Seller to complete the Closing is subject to the satisfaction or waiver (to the extent permitted by Law) of the following conditions:
Conditions to Buyers and Sellers Obligations. The respective obligations of Buyer and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions:
(a) The Proposals shall have been approved by the requisite vote under the Buyer Charter Documents and applicable Law by the shareholders of Buyer.
(b) The Shares shall have been authorized for listing on Nasdaq, subject to official notice of issuance.
(c) All applicable waiting periods (and any extensions thereof) under any applicable antitrust laws shall have expired or otherwise been terminated and all approvals required under applicable antitrust laws shall have been obtained.
(d) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the transactions contemplated by this Agreement.
Conditions to Buyers and Sellers Obligations. (a) It shall be a condition precedent to Buyer's obligations hereunder that Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Seller prior to, or as of, the Closing.
(b) It shall be a condition precedent to Seller's obligations hereunder that Buyer shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Buyer prior to, or as of, the Closing, including, without limitation, Buyer's delivery of the Purchase Price.
Conditions to Buyers and Sellers Obligations. The obligations of Buyer and Sellers to consummate the Transaction are subject to the condition that, on or prior to the Closing Date, any applicable waiting period or similar requirement under the H-S-R Act must have expired or been terminated, and no action shall have been instituted by the FTC or the DOJ challenging or seeking to enjoin the consummation of the Transaction, which action shall not have been withdrawn or terminated.
Conditions to Buyers and Sellers Obligations. (a) Buyer's obligation to consummate the purchase of the Property on the Closing Date shall be subject to the satisfaction or performance of the following terms and conditions, any one or more of which may be waived by Buyer, in whole or in part, on or as of the Closing Date:
(i) Seller shall have materially complied with all covenants and provisions required by this Agreement to be complied with by Seller before, on, or as of the Closing Date;
(ii) The representations and warranties of Seller in this Agreement shall be true and correct on and as of the Closing Date;
(iii) Buyer shall not have terminated this Agreement pursuant to an express right to terminate set forth in this Agreement;
(iv) All of Seller's obligations pursuant to the terms of this Agreement shall have been performed;
(v) Neither Seller nor any of the parties comprising Seller have filed a voluntary petition in bankruptcy nor have any had an involuntary petition filed against it/them which has not been answered or stayed within thirty
Conditions to Buyers and Sellers Obligations. The respective obligation of Seller and each Buyer to complete the Closing is subject to the satisfaction or waiver (to the extent permitted by Law) of the following conditions precedent:
(a) no Law or Order will be in effect prohibiting the Closing (a “Legal Restraint”);
(b) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated by this Agreement or threatened in writing to do so and not have withdrawn such threat; or
(c) receipt of a favorable determination or expiration of the applicable waiting periods under the HSR Act and other Antitrust Laws relating to the transactions contemplated by this Agreement.
Conditions to Buyers and Sellers Obligations. The respective obligations of Buyer and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions:
(a) All applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and applicable foreign antitrust laws shall have expired or otherwise been terminated and all approvals required under applicable foreign antitrust laws shall have been obtained.
(b) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the transactions contemplated by this Agreement.
(c) The affirmative vote of the holders of a majority of the votes represented by the shares of the Seller’s common stock entitled to be cast at a special meeting to approve the asset sale contemplated hereby, shall have been obtained to approve the asset sale contemplated hereby (the “Stockholder Approval”).
(d) Seller shall have obtained the consent identified in Section 6.1(d) of the Business Disclosure Letter; provided that this condition shall be deemed waived, terminated, and of no force or effect if, within sixty (60) days after signing this Agreement, such consent has not been obtained and after such period Seller offers to grant an exclusive sublicense to Buyer under the agreement identified in Section 6.1(d) of the Business Disclosure Letter. For clarity, in such event, all obligations, responsibilities, and liabilities arising under such agreement identified in Section 6.1(d) of the Business Disclosure Letter after the Closing Date shall remain Assumed Liabilities.
Conditions to Buyers and Sellers Obligations. The respective obligations of Buyer and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions:
(a) All applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and applicable foreign antitrust laws shall have expired or otherwise been terminated and all approvals required under applicable foreign antitrust laws shall have been obtained.
(b) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the transactions contemplated by this Agreement.
