Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval;
(ii) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date;
(iii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects;
(vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval;
(vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, inst...
Conditions to Buyer’s Obligation. The obligation of the Buyer to effect the Closing under this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless validly waived in writing by the Buyer.
Conditions to Buyer’s Obligation. Buyer’s obligation to consummate the Transactions is subject to satisfaction of each of the following conditions:
Conditions to Buyer’s Obligation. Buyer’s obligation to purchase the Assets shall be subject to satisfaction, on or before the Closing Date, of the following conditions:
Conditions to Buyer’s Obligation. In addition to satisfaction of the mutual conditions contained in Section 10.1, the obligation of Buyer to consummate this Agreement is subject to the satisfaction of each of the following conditions:
Conditions to Buyer’s Obligation. Buyer's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in §3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date;
(ii) Seller shall have performed and complied with all of its pre-Closing covenants hereunder in all material respects as of and through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case Seller shall have performed and complied with all of such covenants in all respects as of and through the Closing;
(iii) there shall not be in effect any injunction, judgment, order, decree, ruling, or change in law, rule or regulation preventing consummation of any of the transactions contemplated by this Agreement; and
(iv) Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in §7(a)(i)-(iii) has been, and remains as of the Closing Date, satisfied in all respects.
(v) Seller shall have presented a complete set of transaction documentation to the satisfaction of the Buyer related to the BTV Business Asset Purchase Agreement by and among dbsXmedia Inc.; Loral Skynet Network Services, Inc., CyberStar L.P., and CyberStar,; and Netfran Development Corp. under name change to Ariel Way, Inc. Buyer may waive any condition specified in this §7(a) by written notice to such effect delivered in Buyer's sole and absolute discretion at any time prior to or as of the Closing.
Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment of the following conditions as of the Closing Date:
Conditions to Buyer’s Obligation. The obligation of Buyer to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion:
a. The Company shall have executed this Agreement and the Warrant Agreement. The Company shall have submitted irrevocable instructions to its transfer agent for the issuance of the Common Stock.
b. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
c. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
Conditions to Buyer’s Obligation. Buyer’s obligation to purchase the Offered Membership Interest in accordance with this Agreement shall be subject to the fulfillment as of the Closing, or the waiver in writing by Buyer on or before the Closing, of each of the conditions set forth in this Section 2.1.
(a) Buyer shall have secured the necessary financing to purchase the Offered Membership Interest;
(b) The assignment by LCP of its rights under the Option to Buyer as contemplated by Section 1.2 shall have taken effect;
(c) each of the representations and warranties of Seller contained in Article III shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date; and
(d) Buyer shall have received a certificate executed by a duly authorized officer of Seller (solely in his or her capacity as an officer) dated the Closing Date, representing and certifying that the condition described in Section 2.1(c) has been satisfied (the statements in which certificate shall be deemed representations and warranties made by Seller under this Agreement). Notwithstanding any provisions contained in this Agreement or the Letter Agreement to the contrary, this Agreement shall automatically terminate if Buyer does not provide written notification to Seller by December 18, 2013 (the “Financing Notice”) that (i) it has secured or will be able to secure the necessary financing to purchase the Offered Membership Interest and (ii) the assignment by LCP of its rights under the Option to Buyer as contemplated by Section 1.2 has taken effect.
Conditions to Buyer’s Obligation. The obligation of each of Buyer and Merger Sub to effect the Merger is subject to the satisfaction (or express written waiver by Buyer) on or prior to the Closing Date of the following conditions:
