Conditions to Closing Termination. 34 6.1 Conditions Precedent to Obligations of Purchaser........................... 34 6.2 Conditions Precedent to the Obligations of the Shareholders................ 37 6.3 Termination................................................................ 38
Conditions to Closing Termination. 5.1 Conditions Precedent to Each Party’s Obligations to Close. The obligations of the parties to proceed with the Closing under this Agreement are subject to the fulfillment prior to or at Closing of the following conditions (any one or more of which may be waived in whole or in part by all parties in their sole discretion):
Conditions to Closing Termination. Section 6.1 Conditions to Obligations of the Purchaser.................... 18 Section 6.2 Conditions to Obligations of the Sellers...................... 19 Section 6.3 Conditions to Each Party's Obligations........................ 19 Section 6.4 Termination................................................... 20
Conditions to Closing Termination. (a) The obligations of each of the Investors hereunder are subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by it (as to itself only):
(i) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.
(ii) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement, all of which shall be in full force and effect; provided, however, that this condition shall not require the receipt of any approvals of stockholders which may be contemplated by the Certificate of Designations (including for conversion of shares beyond permitted limits).
(iii) The Certificate of Designations shall have been filed with the Secretary of State of Delaware and shall have become effective.
(iv) The Company shall have delivered to each Investor one or more certificates representing the Shares acquired by such Investor hereunder, registered in such names as the Investor may have requested.
(v) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby.
(vi) No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other go...
Conditions to Closing Termination. (a) The obligations of Orbitz and PAR to consummate the Debt Exchange shall be subject to (i) the receipt of shareholder approval required under the New York Stock Exchange rules, (ii) the absence of any provision of any applicable law that would prohibit the consummation of the closing, (iii) the simultaneous closing of the Share Purchase and (iv) the expiration or termination of any applicable waiting period under the Xxxx-Xxxxx Xxxxxx Act relating to the transactions contemplated hereby. The parties will use reasonable best efforts to consummate the transactions contemplated hereby, including obtaining all required consents and approvals
(b) This agreement may be terminated, which will automatically revoke Travelport’s consent to the transactions contemplated by the Debt Exchange and Share Purchase, at any time prior to the closing by (i) mutual written consent of the parties hereto or (ii) by either party if the closing has not occurred prior to June 2, 2010.
Conditions to Closing Termination. The respective obligations of the Seller and the Buyer to consummate the Transaction shall be subject to the fulfillment at or prior to the Closing of each of the conditions set forth below. No party hereto may rely on the failure of any condition set forth in this Section 3 if such party’s failure to comply with any provision of this Agreement was a proximate cause of such failure of condition.
Conditions to Closing Termination. 49 7.1 Conditions Precedent to Obligation of Buyer....................49 7.2 Conditions Precedent to Obligation of USF......................51 7.3 Termination....................................................52 ARTICLE VIII INDEMNIFICATION...............................................52
Conditions to Closing Termination. 31 Section 8.1 Mutual Conditions to the Obligations of the Parties..................................31 Section 8.2 Conditions to the Obligations of Purchasers..........................................31 Section 8.3 Conditions to the Obligations of Sellers.............................................32 Section 8.4 Termination..........................................................................32 Section 8.5 Effect of Termination................................................................32 Section 8.6 Closing Failure Fee..................................................................32 Section 8.7 Third Party Real Estate Consents.....................................................33 Section 8.8 No Multiple Materiality Qualifiers...................................................33
Conditions to Closing Termination. Conditions to Buyer’s Obligations Section 6.2 Conditions to Sellers’ Obligations Section 6.3 Termination
Conditions to Closing Termination. 18 6.1. CONDITIONS PRECEDENT TO OBLIGATION OF TRANSFEREE.....................18 6.2. CONDITIONS PRECEDENT TO OBLIGATION OF TRANSFEROR AND XX. XXXXXX......20 6.3.
