Conditions to Obligation of Parent. The obligation of Parent to consummate the Merger is also subject to the fulfillment or written waiver by Parent prior to the Closing Date of each of the following conditions:
Conditions to Obligation of Parent. The obligation of Parent and Merger Sub to consummate the Merger is further subject to the following conditions:
Conditions to Obligation of Parent. The obligation of Parent to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:
Conditions to Obligation 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 Obligation of Parent. The obligation of Parent to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless the Parent shall waive such fulfillment:
6.2.1 This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transaction;
6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction.
6.2.3 Sub shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing;
6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement;
6.2.5 The representations and warranties of Sub set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time;
6.2.6 Parent shall have received, on and as of the Closing Date, such closing documents and instruments as Parent shall reasonably request, in each case reasonably satisfactory in form and substance to Parent and its counsel; and
6.2.7 Parent shall have received from each Sub Shareholder and holder of Sub Warrants an executed consent agreement in the form agreed to by the parties. (All holders of Notes shall have converted their Notes to Sub Common Stock prior to Closing).
6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.
Conditions to Obligation of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction (or, to the extent permissible, waiver by Parent) of the following further conditions:
(a) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date.
(b) (i) The representations and warranties of Buyer contained in Section 4.01, Section 4.02 and Section 4.08 (determined without regard to any qualification or exception contained therein relating to “material”, “materiality” or any similar qualification or standard) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (except with respect to representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date), and (ii) the representations and warranties of Buyer contained in Article 4 other than Section 4.01, Section 4.02 and Section 4.08 (determined without regard to any qualification or exception contained therein relating to “material”, “materiality” or any similar qualification or standard) shall be true and correct at and as of the Closing Date, as if made at and as of such date (except with respect to representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date), in the case of this clause (ii) with only such exceptions as would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the performance by Buyer of its obligations under this Agreement.
(c) Parent shall have received a certificate signed by an officer of Buyer certifying as to the matters set forth in Section 8.03(a) and Section 8.03(b).
(d) All of the payments and deliveries to be made by Buyer to Parent or VS Holdco and/or by VS Holdco to Parent, as applicable, pursuant to Section 2.09 and, if applicable Section 2.13, shall have been made or shall be made concurrently with the Closing.
Conditions to Obligation of Parent and Acquisition to Effect ------------------------------------------------------------ the Merger. The obligation of Parent and Acquisition to effect the Merger is ---------- further subject to (i) the Company having performed in all material respects each of its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms hereof, (ii) each of the representations and warranties of the Company contained in this Agreement being true and correct as of the Effective Time as though made on and as of the Effective Time, except for (a) changes permitted by this Agreement, and (b) any failures which, individually or in the aggregate, would not have a Material Adverse Effect, and (iii) Acquisition having received a certificate from the Company signed by the chief executive officer of the Company, to the effect of (ii)(a) and (ii)(b). The provisions of this Section 7.03 shall become void and shall no longer have any effect in the event that Shares are purchased pursuant to the Offer.
Conditions to Obligation of Parent. The obligation of Parent, Holdco, Parent Merger Sub and Company Merger Sub to effect the Mergers is further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions to Obligation of Parent. The obligations of Parent to consummate the Transactions are subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:
Conditions to Obligation of Parent. The obligation of Parent and Merger Sub to consummate the Merger is subject to satisfaction of the following conditions:
6.1.1 the representations and warranties of Company and any Company Stockholder contained in this Agreement and in any other document delivered pursuant to this Agreement (including the representations and warranties contained in any Stockholder Support Agreement) shall be true and correct in all material respects (except to the extent that any representation or warranty contains a materiality qualifier, in which case it shall be true in all respects) as of the date hereof and at and as of the Closing Date with the same effect as if made on and as of the Closing Date;
6.1.2 Company and the holders of Company Shares shall have performed and complied with all of their respective covenants contained in this Agreement and in any other document delivered pursuant to this Agreement (including in any Stockholder Support Agreement) in all material respects through the Closing;
6.1.3 Company shall have procured all of the third party consents specified on Schedule 6.1.3 of Company Disclosure Letter;
6.1.4 no Action shall be pending or threatened by or before any Governmental Authority or by or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge could reasonably be expected to (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) affect adversely the right of Parent or any of its subsidiaries to own Company Shares or to operate or control Company, (d) cause a Material Adverse Change with respect to Company, or (e) result in an increase in the Merger Consideration;
6.1.5 Company shall have delivered to Parent a certificate to the effect that each of the conditions specified above in Sections 6.1.1 through 6.1.4 of Company Disclosure Letter is satisfied in all respects;
6.1.6 Company shall have delivered to Parent (a) copies of Company’s Certificate of Incorporation and the Certificate of Incorporation of each Subsidiary as in effect on the Closing Date, including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, (b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that as of the Closing Da...
