Conditions to Obligation of Sample Clauses
Conditions to Obligation of. Each Party to Effect the ---------------------------------------------------- Merger. The respective obligations of each party to effect the Merger shall be ------ subject to the fulfillment at or before the Effective Time of the following conditions:
Conditions to Obligation of. EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger will be subject to the satisfaction at or prior to the Effective Time of the following conditions, provided that the failure of Conditions 4.1.4 through 4.1.10 hereof with respect to any particular Merging Company and its Shareholders will not act as a condition to the obligations of that Merging Company, or its Shareholders.
Conditions to Obligation of. EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
(a) This Agreement shall have been adopted by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock.
(b) No Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; PROVIDED, HOWEVER, that the parties shall use their reasonable best efforts to cause any such Order to be vacated or lifted.
(c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired.
(d) The Form S-4 and any required post-effective amendment thereto shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to the registration of the Parent Common Stock to be exchanged for Company Common Stock shall have been complied with.
(e) The shares of Parent Common Stock issuable to the holders of Company Common Stock pursuant to this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance.
(f) Any waiting period under the proxy rules applicable to Parent shall have expired.
Conditions to Obligation of. EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
Conditions to Obligation of. SELLER The obligation of Seller 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 clause 3(b) above (other than in paragraph (iv) of clause 3(b)) shall be true and correct in all material respects at and as of the Closing Date; (ii) Buyer shall have performed and complied with all of its covenants hereunder required to be performed or complied with by Buyer on or before the Closing Date in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling or charge in effect preventing the Buyer from consummating any of the transactions contemplated by this Agreement; (iv) Buyer shall have delivered to Seller a certificate of an officer of Buyer to the effect that each of the conditions specified above in clause 8(b)(i)-(iii) is satisfied; (v) Seller shall have received from counsel to Buyer an opinion in form and substance reasonably satisfactory to Seller, addressed to Seller, and dated as of the Closing Date; and (vi) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Seller may waive any condition specified in this clause 8(b) in writing at or prior to the Closing.
Conditions to Obligation of. THE BUYER 1 6.2 CONDITIONS TO OBLIGATION OF THE SELLER 1 VII. POST-CLOSING COVENANTS 1 7.1 GENERAL 1 7.2 RESTRICTIVE COVENANTS. 1 7.3 COLLECTIONS OF ACCOUNTS RECEIVABLE 1 7.4 WORK IN PROGRESS 1 7.5 SATISFACTION OF LIABILITIES 1 7.6 INSPECTION OF RECORDS 1 VIII. REMEDIES FOR BREACHES OF THIS AGREEMENT. 1 8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES 1 8.2
Conditions to Obligation of. BANK Bank shall have no obligation under this Agreement to make any Extension of Credit unless and until it is satisfied, in its sole and absolute discretion, that all of the following conditions shall have been satisfied prior to or on the Closing Date:
Conditions to Obligation of the Buyer to Consummate the Transaction. The obligation of the Buyer to consummate the Transaction is further subject to the fulfillment or waiver of the following conditions:
(a) The Company shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Closing.
(b) The Company shall have delivered to the Buyer a certificate, dated as of the Closing Date and signed by a senior executive officer, certifying to the effect that the condition set forth in Section 7.3(a) has been satisfied.
(c) The Buyer shall have received all agreements, instruments and other documentation to be delivered by the Company pursuant to Section 1.5.
Conditions to Obligation of. 2050 MOTORS and the 2050 MOTORS Shareholders. The obligations of 2050 MOTORS and the 2050 MOTORS Shareholders listed in Exhibit A to consummate the transactions contemplated herein are subject to satisfaction (or waiver by them) of the following conditions:
(a) ZXXXXXXXX shall have provided to 2050 MOTORS through December 31, 2013, all audited and unaudited financial statements prepared in accordance with generally accepted accounting principles by independent accountants of ZXXXXXXXX. ZXXXXXXXX shall also provide, as of a date within thirty days of Closing, an update on any material change in the aforementioned financial statements.
(b) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instalments, rights and papers of all kinds in accordance with Sections 5 and 6 hereof, and each party shall be satisfied to proceed with the transactions contemplated by this Agreement upon completion of such examination and investigation.
(c) The Exchange Transaction shall be approved by the shareholders of ZXXXXXXXX, if deemed necessary or appropriate by counsel of ZXXXXXXXX, within thirty (30) days following execution of this Agreement. If such a shareholder meeting is deemed necessary, the management of ZXXXXXXXX agrees to recommend approval to its shareholders and to solicit proxies in support of the same. Any proxy material to be provided to the ZXXXXXXXX Shareholders shall be prepared and filed with the SEC as required by their SEC proxy Rules and Regulations.
(d) ZXXXXXXXX and 2050 MOTORS shall agree to indemnify each other against any liability to any broker or finder to which that party may become obligated.
(e) The Exchange Transaction shall be approved by the Board of Directors of both 2050 MOTORS and ZXXXXXXXX. Furthermore, the Exchange Transaction shall be approved by the shareholders of 2050 MOTORS, if deemed necessary or appropriate by counsel for the same, within thirty (30) days following execution of this Agreement. If such a shareholder meeting is deemed necessary, the management of 2050 MOTORS and ZXXXXXXXX agree to recommend approval to their respective Shareholders and to solicit proxies in support of the same.
(f) ZXXXXXXXX and 2050 MOTORS and their respective legal counsel shall have received copies of all such certificates and other...
Conditions to Obligation of. Each Party to Effect the Transactions Contemplated by this Agreement. The obligation of each party to effect the transactions contemplated by this Recapitalization Agreement shall be subject to the fulfillment on or prior to the Consummation Date of the following conditions:
A. The Stockholder Approval shall have been obtained.
B. All consents, approvals, authorizations, waivers or permits of, or registrations, declarations or filings with or notifications to, any Governmental Entity, if any, necessary to permit the consummation of the transactions contemplated by this Agreement shall have been obtained on terms and conditions reasonably satisfactory to each party and shall remain in full force and effect.
C. No preliminary or permanent injunction or other order, decree or ruling of any Governmental Entity nor any applicable law shall be in effect that would prohibit, restrain, or make illegal the consummation of the transactions contemplated by this Agreement.