Conditions to Each Party’s Obligation to Effect the Purchase. The obligation of each party to effect the Purchase and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
Conditions to Each Party’s Obligation to Effect the Purchase. The respective obligations of each party to effect the Purchase are subject to the satisfaction of the requirement that the parties shall have arranged for the filing of all authorizations, consents, orders or approvals of, or declarations or filings with, or terminations or expirations of waiting periods imposed by, any governmental authority necessary for the consummation of the transactions contemplated by this Agreement.
Conditions to Each Party’s Obligation to Effect the Purchase. The ------------------------------------------------------------ respective obligations of each party to effect the Purchase shall be subject to the fulfillment at or prior to the Closing of the following conditions:
(a) the Underwriting Agreement related to the IPO shall have been executed and the closing of the sale of Compass Common Stock to the Underwriters pursuant thereto shall have occurred simultaneously with the Closing hereunder;
(b) the closings of the transactions contemplated under the Other Stock Purchase Agreements shall have occurred simultaneously with the Closing hereunder;
(c) the Registration Statement shall have become effective in accordance with the provisions of the 1933 Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities;
(d) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Purchase or any of the Other Purchases shall have been issued and remain in effect;
(e) the price to the public in the IPO shall be sufficient for the total consideration received by the Stockholder (valuing the shares of Compass Common Stock received by the Stockholder at such IPO price) to be at least the Minimum Value, plus the additional amounts promised by Compass under the Other Stock Purchase Agreements;
(f) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Purchase or any of the Other Purchases or make the consummation of the Purchase or any of the Other Purchases illegal; and
(g) all material governmental and third party waivers, consents, and stockholders approvals required for the consummation of the Purchase or any of the Other Purchases and the transactions contemplated hereby and by the Other Stock Purchase Agreements shall have been obtained and be in effect.
Conditions to Each Party’s Obligation to Effect the Purchase. The respective obligation of each party to affect the Purchase is subject to the satisfaction or, to the extent permitted by applicable law, waiver by each of Purchaser and the Company on or prior to the Closing Date of the following conditions:
Conditions to Each Party’s Obligation to Effect the Purchase. The respective obligations of each of Sellers and Buyer to consummate the Purchase are subject to the fulfillment or written waiver, at or prior to the Closing Date, of each of the following conditions:
Conditions to Each Party’s Obligation to Effect the Purchase. The respective obligations of each Party to effect the Purchase will be subject to the fulfillment of all of the following conditions precedent at or prior to the Closing Date, unless otherwise waived in writing by the Parties:
(a) No injunction, order or decree by any Federal, state or foreign court which prevents the consummation of the Purchase will have been issued;
(b) No statute or regulation will exist or have been enacted which would prevent consummation of the Purchase; and
(c) All governmental licenses, permits, consents and approvals required for the Purchase and operation of the Locations will have been obtained.
Conditions to Each Party’s Obligation to Effect the Purchase. The respective obligations of each party to effect the Purchase shall be subject to the fulfillment (or waiver by all parties) at or prior to the Closing of the following conditions:
a. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or other tribunal or Governmental Entity which prohibits the consummation of the Purchase, and shall continue to be in effect.
b. Any Seller Approvals and Buyer Approvals required to be obtained for the consummation, as of the Closing, of the transactions contemplated by this Agreement, other than any Seller Approvals and Buyer Approvals which the failure to obtain would not have and would not reasonably be expected to have a Material Adverse Effect, shall have been obtained.
Conditions to Each Party’s Obligation to Effect the Purchase. The respective obligations of C3 LABS and Buyer to effect the Purchase shall be conditional upon the filing, occurring or obtainment of all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by any governmental entity or by any applicable law, rule, or regulation governing the transactions contemplated hereby.
Conditions to Each Party’s Obligation to Effect the Purchase. The respective obligations of each party to effect the Purchase are subject to the satisfaction or waiver, where permissible, at or prior to the Effective Time, of each of the following conditions:
(a) the ADG Stockholder Approval shall have been obtained; and
(b) all consents shall have been obtained and any applicable waiting periods (and any extensions thereof) under applicable anti-trust or competition Legal Requirements shall have expired or otherwise been terminated and no provision of any applicable Legal Requirement and no Governmental Order shall prohibit the consummation of the Purchase.
Conditions to Each Party’s Obligation to Effect the Purchase. The respective obligation of each party hereto to effect the Purchase shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:
(a) Statutes and Injunctions. No statute, rule, regulation, judgment, order or injunction shall have been promulgated, entered, enforced, enacted or issued or be applicable to the Purchase by any Governmental Entity which prohibits, restrains, or makes illegal the consummation of the Purchase.
