Conditions to Obligation of Acquiror and Merger Sample Clauses

Conditions to Obligation of Acquiror and Merger. Sub to Effect the ----------------------------------------------------------------- Merger. The obligation of Acquiror and Merger Sub to effect the Merger shall be ------ subject to the fulfillment in all material respects at or prior to the Effective Time of the following conditions: (a) The Corporation shall have performed its agreements contained in this Agreement required to be performed on or prior to the Effective Time and the representations and warranties of the Corporation contained in this Agreement shall be true in all material respects on and as of the Effective Time (other than any failure to so perform or any misrepresentation or commission which would not materially influence the investment decision of a reasonable purchaser of securities); and Acquiror shall have received a certificate of the President or CEO of the Corporation certifying to such effect. (b) At the Effective Time, the aggregate Indebtedness of the Corporation to (i) Petra Capital, LLC, in an amount not to exceed $2,000,000 plus interest accrued through the payoff date, (ii) Union Planters National Bank, N.A., in an amount not to exceed $500,000 and (iii) and other Indebtedness (consisting substantially of indebtedness to physicians associated with Affiliated Practices) in an amount not to exceed $525,000 shall have been satisfied and evidence of releases of the foregoing liens shall be delivered to the Acquiror by either the Corporation or the foregoing Lenders. (c) The Corporation shall have obtained (i) such modifications to the management services agreements and related agreements that the Acquiror has identified to the Corporation in writing on or before November 11, 1997 as necessary or advisable to rectify a material regulatory problem or (ii) the Corporation shall have obtained the written opinions of counsel with healthcare law expertise who are reasonably acceptable to Acquiror that the management services agreement and related agreements in question comply in all material respects with applicable healthcare laws. (d) Acquiror and Merger Sub shall have received all (i) licenses, consents, permits and approvals, if any, necessary in order for Acquiror to own the Common Shares and Preferred Shares; (ii) consents necessary to consummate the transactions contemplated by this Agreement, including the consents of (x) Weston Presidio Capital II, L.P. and certain other investors under the Securities Purchase Agreement dated as of June 16, 1997 and (y) EGL Holdings, Inc., a...
Sample 1
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Related to Conditions to Obligation of Acquiror and Merger

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub 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 Parent:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub 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 MERGER Section 7.01 Conditions to Each Party's Obligation To Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on 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:

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