Conditions to Exchange. The obligations of the Stockholder, Topco and Parent to consummate the Exchange at the Exchange Time are subject to the satisfaction (or waiver by the Stockholder or such other party set forth below in writing) of the following conditions:
(i) The satisfaction, or written waiver (to the extent permitted) by Parent, of all conditions to the obligations of the Buyer Parties to consummate the Offer and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Annex A of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder) of such conditions), (ii) the substantially contemporaneous or prior funding of the Equity Financing and, if applicable, the Debt Financing and (iii) the substantially contemporaneous consummation of the Merger at the Effective Time and (iv) the substantially contemporaneous consummation of the contribution of Transferred Shares in exchange for Exchange Interests pursuant to and in accordance with the terms and conditions (and defined terms) of the Other Support/Investment Agreements (as defined below).
(b) Solely for the benefit of Parent, the representations and warranties made by the Stockholder in Section 7.1 through Section 7.8 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent.
(c) Solely for the benefit of Parent, the representations and warranties made by the Company in Section 8.1 through Section 8.4 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent.
(d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 9.1 through Section 9.7 of this Agreement shall be true and correct as of the Exchange Time as if made a...
Conditions to Exchange. The obligations of each Stockholder to consummate the Exchange is subject to the satisfaction (or waiver by such Stockholder in writing) of the following conditions:
(a) (i) The satisfaction, or written waiver by Parent, of all conditions to the obligations of Parent and Merger Sub to consummate the Merger and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder) of such conditions), (ii) the contemporaneous funding of the Equity Financing and the Debt Financing at the Closing and (iii) the contemporaneous consummation of the Merger;
(b) The representations and warranties made by Parent in Section 8.1 through Section 8.6 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected to prevent or materially impair or materially delay the consummation of the Exchange; and
(c) No Law enacted, entered, promulgated, enforced or issued by any Governmental Authority shall be in effect preventing the consummation of, or otherwise making illegal, the Exchange.
Conditions to Exchange. 7.1 Conditions to Each Party's Obligation to Effect the Exchange. The respective obligations of each party to this Agreement to effect the Exchange shall be subject to the satisfaction prior to the Closing Date of the following conditions:
Conditions to Exchange. The consummation of the Share Exchange and the other transactions contemplated by this agreement is subject to the principal terms of this Plan of Share Exchange having been approved by the shareholders of CRI prior to or on the Effective Date.
Conditions to Exchange. The consummation of the Share Exchange and the other transactions contemplated by this agreement is subject to the principal terms of this Plan of Share Exchange having been approved by the shareholders of Mystic prior to or on the Effective Date.
Conditions to Exchange. The obligations of each of the parties hereto are subject to the closing of the XX Xxxx offering under the XX Xxxx Purchase Agreement. Each Holder’s obligation to exchange its Exchange Notes for Exchange Bonds on the Issuance Date is subject to the fulfillment to such Holder’s reasonable satisfaction, on or prior to the Issuance Date, of each of the following conditions:
Conditions to Exchange. If any conversion referred to in Section 2.4 shall be subject to any approvals required under applicable laws or the rules of an applicable stock exchange or the rules of an applicable takeover code, the Company shall use its best efforts to obtain such approvals.
Conditions to Exchange. The obligations of the Company and Holder hereunder to complete the exchange of Preferred Shares for Common Shares, shall be subject to satisfaction of the following conditions:
(A) the delivery by Holder to the Company of stock certificates representing the Preferred Shares in accordance with Section 1.4 above;
(B) the common stock of the Company is listed for trading on the Nasdaq National Market (the "NASDAQ"); and
(C) all of the conditions (other than the condition relating to the consummation of the Exchange) to the consummation of the transactions contemplated by the Share Exchange Agreement (substantially in accordance with the terms set forth in the Form Share Exchange Agreement, as may be amended from time to time in accordance with Section 4.1 hereof) shall have been satisfied or waived and the Closing shall occur immediately following the Exchange.
Conditions to Exchange. 5.1 Conditions to CC's Obligations at the First Exchange. CC's ----------------------------------------------------- obligations at the First Exchange, including without limitation its obligation to exchange the 1,500 Series C-1 Preferred Stock, the A Warrant and the C Warrant for the 1,500 Series D Junior Preferred Stock, the Amended A Warrant, the Preferred Exchange Warrant and the Amended C Warrants are conditioned upon the satisfaction by the Company (or waiver by CC) on or prior to January 31, 2002 of each of the following events as of the date of the First Exchange:
5.1.1 the First Closing contemplated under the Jona SPA shall have been consummated;
5.1.2 the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date;
5.1.3 the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Company on or before such date;
Conditions to Exchange. Oak Harbor's obligation to surrender the Old Oak Harbor Notes and the Company's obligation to issue the New Oak Harbor Note are subject to the fulfillment by the Company and Oak Harbor of the following conditions:
