Conditions to Holdings' Obligations Sample Clauses

Conditions to Holdings' Obligations. The obligations of Holdings to consummate the transaction contemplated hereby on the Closing Date is subject to the satisfaction or waiver on or prior to the Closing Date, of each of the following conditions:
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Conditions to Holdings' Obligations. The obligations of Holdings to effect the Exchange shall be subject to the satisfaction (or waiver, if permissible under Applicable Law) on or prior to the Closing Date of the following conditions:
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Conditions to Holdings' Obligations. The obligation of Holdings to consummate the transactions contemplated by this Agreement at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived by Holdings in its sole discretion: (i) No Governmental Authority shall have enacted, issued, enforced or entered into any applicable Law or order that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Closing. (ii) The representations of the CPPIB Entities set forth in Article IV shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and each of CPPIB and Mosaic Feeder shall have delivered to Holdings a certificate of a duly authorized officer of such Person certifying that the condition set forth in this clause (ii) has been satisfied; provided that the condition set forth in this clause (ii) with respect to the representations of Mosaic Feeder and the obligation of Mosaic Feeder to deliver a certificate shall be deemed to be satisfied unless the failure of such representations to be true and correct or for Mosaic Feeder to deliver a certificate were caused by actions taken by, or matters pertaining to, CPPIB.
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Conditions to Holdings' Obligations. The obligations of Holdings to the Investors under Sections 1.4 of this Agreement are subject to the fulfillment on or before the Additional Shares Closing Date of each of the following conditions by such party:
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Conditions to Holdings' Obligations. The obligation of Holdings under this Agreement to consummate the Closing is subject to the conditions that: (a) COVENANTS, REPRESENTATIONS AND WARRANTIES. Parent and Merger Sub shall have performed in all material respects all agreements and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by it prior to or on the Closing Date. The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be accurate in all material respects, as of the Effective Time, with the same force and effect as though made as of the Effective Time except for any changes resulting from activities or transactions which may have taken place after the date hereof and which are permitted or contemplated by the Agreement or which have been entered into in the ordinary course of business and except to the extent that such representations and warranties are expressly made as of another specified date and, as to such representations, the same shall be true as of such specified date.
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Conditions to Holdings' Obligations. The obligation of Holdings to consummate the Transactions to which it is a party is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Holdings' option, be terminated pursuant to and with the effect set forth in Article IX: (a) The representations and warranties made by Parent shall be true and correct in all respects as if originally made on and as of the Closing Date (except to the extent any specific representation and warranty is expressly made as of an earlier date, in which case (with respect to such representation and warranty) as of such date), except for failures of representations or warranties to be true and correct (without regard to any materiality or Material Adverse Effect qualifiers therein, including, but not limited to, the first sentence of Section 2.4) which, individually or in the aggregate, are not having and are not reasonably expected to have, a Material Adverse Effect. (b) (i) Parent shall have complied with its obligations set forth in Section 3.2(a); and (ii) all other material obligations of Parent to be performed hereunder through, and including on, the Closing Date (including, without limitation, all material obligations which Parent would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been fully performed. (c) The Bank Consent and all of the Material Consents shall have been obtained, and all of the Material Permits shall have been assigned to a New Subsidiary, or a replacement Permit with respect thereto shall have been issued to the applicable New Subsidiary, as the case may be. (d) No suit, proceeding or investigation shall have been commenced by any governmental authority on any grounds to restrain, enjoin or hinder the consummation of the transaction contemplated hereby. (e) Parent shall have delivered to Holdings the written opinion of Altheimer & Gray, U.S. counsel to Parent, addressed to Hoxxxxgs, dated as of the Closing Date, in substantially the form of Exhibit G attached hereto. (f) Parent shall have delivered to Holdings the written opinion of Clifford Chance, solicitor for Parent, substaxxxxxxx in the form of Exhibit H attached hereto. (g) With respect to the European Filings (other than with respect to the Foreign Subsidiaries which are not Material Foreign Subsidiaries), either: (x) the parties shall have received notice from the Relevant Agency th...
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Related to Conditions to Holdings' Obligations

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Parties The obligation of the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Exchange Closing Date, of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to the Obligation of the Company The respective obligations of the Company, NewCo and Merger Sub to complete the transactions contemplated by this Agreement are subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions (any of which may be waived by the Company, in whole or in part): (a) The representations and warranties of Parent and the Purchaser in Section 7 shall be true and correct (without giving effect to any “materiality” or “material adverse effect” qualifiers contained therein) as of the date of this Agreement and as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty shall have been so true and correct as of such date), except where the failure to be true and correct would not, individually or in the aggregate, have a material adverse effect on the ability of Parent and the Purchaser to consummate timely the transactions contemplated by this Agreement; (b) All of the covenants and agreements Parent or the Purchaser are required to perform or comply with under this Agreement on or before the Closing Date shall have been duly performed and complied with in all material respects; (c) Each of the Commercial Agreements (other than the New Company Distribution Agreements and the Acquired KO Brand Distribution Agreements) shall have been duly executed by Parent, the Purchaser or their Subsidiaries, as applicable, and shall be in full force and effect as of the Closing Date; (d) All of the conditions to the Company’s obligations under Sections 8.1 and 8.3 (other than Section 8.3(f)) of the Asset Transfer Agreement shall have been satisfied or waived (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), and the consummation of the transactions contemplated by the Asset Transfer Agreement shall occur concurrently with the Closing; provided, however, that the Company shall not have the right to assert that the foregoing condition set forth in this Section 10.3(d) has not been satisfied if the failure to satisfy such condition results primarily from the Company or NewCo’s failure to perform or comply with its obligations under the Asset Transfer Agreement; and (e) The Company shall have received an opinion of Xxxxx Day, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, to the effect that for U.S. federal income tax purposes the exchanges that occur pursuant to the Merger, the acquisition and issuance of the Shares and the KO Asset Transfer, taken together, shall constitute exchanges described in Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of NewCo, the Company, Parent and the Purchaser as to such matters as such counsel may reasonably request.

  • Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

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