CONDITIONS TO OBLIGATION OF SHAREHOLDERS. The obligation of Shareholders to consummate the transactions contemplated hereby is subject to the satisfaction of each of the following conditions: (i) Buyer shall have performed and satisfied in all material respects each of its material obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date, and the aggregate effect of all failures to perform or satisfy all obligations of Buyer on or prior to the Closing Date shall not be materially adverse to Shareholders; (ii) the representations and warranties of Buyer contained in this Agreement shall be true, complete and accurate in all material respects at and as of the Closing Date, as if made at and as of such date and (iii) Shareholders shall have received a certificate signed by a duly authorized executive officer of Buyer to the foregoing effect and to the effect that to such officer's Knowledge the conditions specified within this Section 8.02 have been satisfied. (b) The sale and transfer contemplated by this Agreement and the consummation of the Closing shall not violate any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfer and exchange contemplated hereby or the consummation of the Closing, or imposing Damages in respect thereto, shall be in effect, and there shall be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) or by any other Person challenging or in any manner seeking to restrict or prohibit the transfer and exchange contemplated hereby or the consummation of the Closing. (c) Buyer shall have executed and delivered to Xxxxxx X. Xxxxxxxx, an Employment Agreement in the form previously agreed by Xxxxxxxx and Buyer. (d) Shareholders shall have received an opinion of Xxxxx X. Xxxxx, Esq., General Counsel of Buyer, in a form reasonably acceptable to Shareholders.
Appears in 1 contract
CONDITIONS TO OBLIGATION OF SHAREHOLDERS. The obligation of Shareholders to consummate the transactions contemplated hereby is subject to the satisfaction of each of the following conditions:
(i) Buyer shall have performed and satisfied in all material respects each of its material obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date, and the aggregate effect of all failures to perform or satisfy all obligations of Buyer on or prior to the Closing Date shall not be materially adverse to Shareholders; (ii) the representations and warranties of ATC and Buyer contained in this Agreement shall be true, complete and accurate in all material respects at and as of the Closing Date, as if made at and as of such date and (iii) Shareholders shall have received a certificate signed by a duly authorized executive officer of ATC and Buyer to the foregoing effect and to the effect that to such officer's Knowledge the conditions specified within this Section 8.02 have been satisfied.
(b) All material Required Governmental Approvals for the transactions contemplated by this Agreement shall have been obtained without the imposition of any conditions that are or would become applicable to Shareholders or any of their respective Affiliates after the Closing that Shareholders in good faith reasonably determine would be materially burdensome upon such Person. All such Required Governmental Approvals that relate to Shareholders' sale of the Shares shall be in effect, and no Proceedings shall have been instituted or threatened by any Governmental Authority with respect thereto as to which, in Shareholders' good faith opinion, there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental Approval. All applicable waiting periods with respect to such Required Governmental Approvals shall have expired, and all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that all such Required Governmental Approvals are, and will remain, in full force and effect assuming continued compliance with the terms thereof after the Closing.
(c) All Required Contractual Consents shall have been obtained without the imposition of any conditions that are or would become applicable to Shareholders or any of their respective Affiliates after the Closing that would be materially burdensome upon such Person. All such Required Contractual Consents (and with respect to the Subsequent Material Contracts, such other consents) shall be in effect to the extent that the failure thereof to be in effect would impose material liability on Shareholders or their respective Affiliates, and no Proceeding shall have been instituted or threatened with respect thereto. All conditions and requirements prescribed by any Required Contractual Consent (or any such other consent) to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that no material Liability will be imposed on Shareholders or their respective Affiliates.
(d) The sale and transfer contemplated by this Agreement and the consummation of the Closing shall not violate any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfer and exchange contemplated hereby or the consummation of the Closing, or imposing Damages in respect thereto, shall be in effect, and there shall be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) or by any other Person challenging or in any manner seeking to restrict or prohibit the transfer and exchange contemplated hereby or the consummation of the Closing.
(c) Buyer shall have executed and delivered to Xxxxxx X. Xxxxxxxx, an Employment Agreement in the form previously agreed by Xxxxxxxx and Buyer.
(de) Shareholders shall have received an opinion of Xxxxx X. Xxxxxcounsel from Xxxxxx, EsqXxxx & Xxxxxxxx LLP in substantially the form attached hereto as EXHIBIT I.
(f) Repco shall have executed and delivered to Xxxxxxx Enterprises, Inc. the operating leases for Repco's facilities in San Antonio, Houston, Orlando and Dallas referred to in Section 8.01(i)., General Counsel of Buyer, in a form reasonably acceptable to Shareholders.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aftermarket Technology Corp)
CONDITIONS TO OBLIGATION OF SHAREHOLDERS. The obligation of Shareholders to consummate the transactions contemplated hereby is subject to the satisfaction of each of the following conditions:
(i) Buyer shall have performed and satisfied in all material respects each of its material obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date, and the aggregate effect of all failures to perform or satisfy all obligations of Buyer on or prior to the Closing Date shall not be materially adverse to Shareholders; (ii) the representations and warranties of Buyer contained in this Agreement shall be true, complete and accurate in all material respects at and as of the Closing Date, as if made at and as of such date and (iii) Shareholders shall have received a certificate signed by a duly authorized executive officer of Buyer to the foregoing effect and to the effect that to such officer's Knowledge the conditions specified within this Section 8.02 have been satisfied.
(b) All material Required Consents (including such consents as are required under Subsequent Material Contracts) for the transactions contemplated by this Agreement shall have been obtained without the imposition of any conditions that are or would become applicable to Shareholders or any of their respective Affiliates after the Closing that Shareholders in good faith reasonably determine would be materially burdensome upon such Person. All such Required Consents that relate to Shareholders' sale of the Shares shall be in effect, and no Proceedings shall have been instituted or threatened by any Governmental Authority with respect thereto as to which, in Shareholders' good faith opinion, there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Consent. All applicable waiting periods with respect to such Required Consents shall have expired, and all conditions and requirements prescribed by Applicable Law or by such Required Consents to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that all such Required Consents are, and will remain, in full force and effect assuming continued compliance with the terms thereof after the Closing.
(c) The sale and transfer contemplated by this Agreement and the consummation of the Closing shall not violate any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfer and exchange contemplated hereby or the consummation of the Closing, or imposing Damages in respect thereto, shall be in effect, and there shall be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) or by any other Person challenging or in any manner seeking to restrict or prohibit the transfer and exchange contemplated hereby or the consummation of the Closing.
(c) Buyer shall have executed and delivered to Xxxxxx X. Xxxxxxxx, an Employment Agreement in the form previously agreed by Xxxxxxxx and Buyer.
(d) Shareholders shall have received an opinion of Xxxxx X. XxxxxXxxxxx Xxxxxxxxxxxx, Esq., General Counsel of Buyer, . in a form reasonably acceptable to Shareholders.
(e) Buyer shall have executed and delivered to GAG an Employment Agreement in the form of EXHIBIT G hereto.
(f) Buyer shall have executed and delivered to JEH an Employment Agreement in the form of EXHIBIT G hereto.
(g) Trans Mart, as lessee, shall have executed and delivered to J&G Rental the lease agreements called for by Section 7.06(a).
(h) ATC shall have executed and delivered to Shareholders the royalty agreement called for by Section 7.07.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aftermarket Technology Corp)
CONDITIONS TO OBLIGATION OF SHAREHOLDERS. The obligation of Shareholders to consummate the transactions contemplated hereby is subject to the satisfaction of each of the following conditions:
(i) Buyer shall have performed and satisfied in all material respects each of its material obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date, and the aggregate effect of all failures to perform or satisfy all obligations of Buyer on or prior to the Closing Date shall not be materially adverse to Shareholders; (ii) the representations and warranties of Buyer contained in this Agreement shall be true, complete and accurate in all material respects at and as of the Closing Date, as if made at and as of such date and (iii) Shareholders shall have received a certificate signed by a duly authorized executive officer of Buyer to the foregoing effect and to the effect that to such officer's Knowledge the conditions specified within this Section 8.02 have been satisfied.
(b) All material Required Governmental Approvals for the transactions contemplated by this Agreement shall have been obtained without the imposition of any conditions that are or would become applicable to Shareholders or any of their respective Affiliates after the Closing that Shareholders in good faith reasonably determine would be materially burdensome upon such Person. All such Required Governmental Approvals that relate to Shareholders' sale of the Shares shall be in effect, and no Proceedings shall have been instituted or threatened by any Governmental Authority with respect thereto as to which, in Shareholders' good faith opinion, there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental Approval. All applicable waiting periods with respect to such Required Governmental Approvals shall have expired, and all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that all such Required Governmental Approvals are, and will remain, in full force and effect assuming continued compliance with the terms thereof after the Closing.
(c) All Required Contractual Consents shall have been obtained without the imposition of any conditions that are or would become applicable to Shareholders or any of their respective Affiliates after the Closing that would be materially burdensome upon such Person. All such Required Contractual Consents (and with respect to the Subsequent Material Contracts, such other consents) shall be in effect to the extent that the failure thereof to be in effect would in Shareholders' good faith opinion impose material liability on Shareholders or their respective Affiliates, and no Proceeding shall have been instituted or threatened with respect thereto. All conditions and requirements prescribed by any Required Contractual Consent (or any such other consent) to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that no material Liability will be imposed on Shareholders or their respective Affiliates.
(d) The sale and transfer contemplated by this Agreement and the consummation of the Closing shall not violate any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfer and exchange contemplated hereby or the consummation of the Closing, or imposing Damages in respect thereto, shall be in effect, and there shall be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) or by any other Person challenging or in any manner seeking to restrict or prohibit the transfer and exchange contemplated hereby or the consummation of the Closing.
(ce) Shareholders shall have received an opinion of counsel from Xxxxxx, Xxxx & Xxxxxxxx LLP in a form reasonably acceptable to Shareholders.
(f) Buyer shall have executed and delivered to Xxxxxx X. Xxxxxxxx, RTC an Employment Agreement in the form previously agreed by Xxxxxxxx and Buyer.
(d) Shareholders shall have received an opinion of Xxxxx X. Xxxxx, Esq., General Counsel of Buyer, in a form reasonably acceptable to ShareholdersRTC.
(g) Buyer shall have executed and delivered to RTC an operating lease in a form reasonably acceptable to RTC.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aftermarket Technology Corp)
CONDITIONS TO OBLIGATION OF SHAREHOLDERS. The obligation of Shareholders to consummate the transactions contemplated hereby to be performed by them in connection with the Closing is subject to the satisfaction of each of the following conditions:
(ia) Buyer shall have performed and satisfied in all material respects each of its material obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date, and the aggregate effect of all failures to perform or satisfy all obligations of Buyer on or prior to the Closing Date shall not be materially adverse to Shareholders; (ii) the representations and warranties of Buyer contained Alpha, Parent and Merger Sub set forth in this Agreement or in any Exhibit, Annex, Schedule or document delivered pursuant hereto(other than breaches of representations and warranties dealt with prior to Closing pursuant to Section 6.6), without regard to any qualification or limitation with respect to materiality (whether by reference to “Material Adverse Effect” or otherwise), shall be true, complete true and accurate correct in all material respects as of the date of this Agreement and at and as of the Closing Date, Date with the same effect as if though such representations and warranties were made at and as of the Closing unless the aggregate failure of such date representations or warranties to be true and correct does not have a Material Adverse Effect; provided that if a representation or warranty is expressly made only as of a specific date, it need only be true and correct in all respects as of such date;
(b) Alpha, Parent or Merger Sub, as appropriate, shall have performed and complied with all of its covenants under this Agreement in all material respects through the Closing;
(c) no Proceeding shall be pending or threatened before any Governmental Authority or before any arbitrator wherein an unfavorable Decree would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) Shareholders affect adversely the right of Alpha or its Affiliates to own or control the Company, or (D) affect adversely the right of Alpha or its Affiliates to own their assets or to operate the Business (and no such Decree shall be in effect);
(d) Alpha or Parent Sub, as appropriate shall have received delivered to Shareholders a certificate signed by a duly authorized executive officer of Buyer to the foregoing effect and to the effect that to such officer's Knowledge each of the conditions specified within above in Section 8.2(a)-(c) is satisfied in all respects;
(e) Alpha or Parent, as appropriate, shall have delivered, at its sole expense, to Sellers Representative evidence satisfactory to Sellers Representative that all consents, waivers, approvals, authorizations or orders required to be obtained from any Governmental Authorities or other Persons, and all filings required to be made with any Governmental Authorities or other Persons, by Alpha, Parent or Merger Sub, as appropriate, for the consummation by it of the transactions contemplated by this Section 8.02 Agreement, including, without limitation all required approvals, clearance or decisions under the HSR Act, shall have been satisfied.obtained and made;
(bf) The sale all other transactions pursuant to which Alpha, Parent or any of its Affiliates acquire assets or operations related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement;
(g) Alpha, Parent, Shareholders and transfer the Escrow Agent shall have entered into the Escrow Agreement dated as of the Closing Date;
(h) Alpha and the other parties thereto shall have entered into an Amended & Restated Stockholders Agreement in the form of Exhibit G; and
(i) all actions to be taken by Alpha, Parent or Merger Sub in connection with consummation of the transactions contemplated by this Agreement and the consummation of the Closing shall not violate any Applicable Law. No temporary restraining orderall certificates, preliminary or permanent injunctionassignments, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the opinions, transfer and exchange contemplated hereby or the consummation of the Closing, or imposing Damages in respect thereto, shall be in effectinstruments, and there shall other documents required to effect the transactions contemplated by this Agreement will be no pending reasonably satisfactory in form and substance to Shareholders and counsel for Shareholders. Sellers Representative may waive any condition specified in this Section 8.2 on behalf of Shareholders, if he execute a writing so stating at or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) or by any other Person challenging or in any manner seeking prior to restrict or prohibit the transfer and exchange contemplated hereby or the consummation of the Closing.
(c) Buyer shall have executed and delivered to Xxxxxx X. Xxxxxxxx, an Employment Agreement in the form previously agreed by Xxxxxxxx and Buyer.
(d) Shareholders shall have received an opinion of Xxxxx X. Xxxxx, Esq., General Counsel of Buyer, in a form reasonably acceptable to Shareholders.
Appears in 1 contract
