Conditions to Obligation of the. REIT, THE OPERATING PARTNERSHIP AND MERGER SUB. The obligations of each of the REIT, the Operating Partnership and Merger Sub to effect the Merger and to consummate the other transactions contemplated by this Agreement to occur on the Closing Date are further subject to satisfaction of the following conditions (any of which may be waived by the REIT, the Operating Partnership and Merger Sub, in whole or in part):
Conditions to Obligation of the. Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions:
(a) Parent and Subsidiary shall have performed their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of Parent and Subsidiary contained in this Agreement shall be true and correct on and as of the date made and (except to the extent that such representations and warranties speak as of an earlier date) on and as of the Closing Date as if made at and as of such date, except for such failures to perform or to be true and correct that would not reasonably be expected to have a Parent Material Adverse Effect, and the Company shall have received a certificate of the Chief Executive Officer, the President or a Vice President of Parent and of the Chief Executive Officer, the President or a Vice President of Subsidiary to that effect; and
(b) the Company shall have received an opinion of Proskauer Rose LLP, in form and substance reasonably satisfactory to the Company, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, which are consistent with the state of facts existing at the Effective Time: (i) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code; (ii) no gain or loss will be recognized by Parent, the Company or Subsidiary as a result of the Merger; and (iii) no gain or loss will be recognized by the holders of Company Common Stock upon the exchange of their Company Common Stock solely for shares of Parent Common Stock (except with respect to cash received in lieu of fractional shares of Parent Common Stock). In rendering such opinion, such counsel may rely upon representations contained in certificates of officers and certain stockholders of Parent, the Company and Subsidiary.
Conditions to Obligation of the. Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following additional conditions:
Conditions to Obligation of the. Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Effective Date of the additional following conditions, unless waived by the Company:
(a) Parent and Sub shall have performed in all material respects their agreements contained in this Merger Agreement required to be performed on or prior to the Effective Date and the representations and warranties of Parent and Sub contained in this Merger Agreement shall be true in all material respects when made and on and as of the Effective Date as if made on and as of such date, except (i) as contemplated or permitted by this Merger Agreement, (ii) for representations and warranties which are by their express provisions made as of a specific date or dates, which were or will be true in all material respects at such time or times as stated therein, and (iii) that if the Effective Date occurs after the nine month anniversary of the date hereof pursuant to the second proviso of Section 9.1(b), then the representations and warranties need only be true as of the nine month anniversary of the date of this Merger Agreement, and the Company shall have received a certificate of the President or Chief Executive Officer or a Vice President of Parent to that effect.
(b) The Company shall have received a favorable opinion of Xxxx Marks & Xxxxx LLP, based upon certain factual representations of the Company, Parent and Sub reasonably requested by such counsel, dated the Effective Date, to the effect that the Merger will constitute a "reorganization" for federal income tax purposes within the meaning of Section 368(a) of the Code.
(c) The consummation of the Merger and the other transactions contemplated hereby shall not give rise to any Parent Right becoming exercisable for any security or asset of any person.
Conditions to Obligation of the. Company to Effect the Merger. The obligation of the Company to effect the Merger shall be further subject to the satisfaction, on or prior to the Closing Date, of the following conditions, except as may be waived by the Company in writing pursuant to Sections 9.5 and 9.6:
(a) Performance of Obligations of CEI. CEI (and/or its appropriate Subsidiaries) will have performed in all material respects its agreements and covenants contained in or contemplated by this Agreement which are required to be performed by it at or prior to the Effective Time.
Conditions to Obligation of the. Company to Effect the Merger. ------------------------------------------------------------ The obligation of the Company to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following condition: Sub shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date (other than those agreements which are qualified by materiality which shall have been performed in all respects), the representations and warranties of Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all respects (except for those representations and warranties which are not qualified by materiality, which shall be true and correct in all material respects) as of the date hereof and as of the Closing Date (except for those representations and warranties which address matters only as of a particular date, other than the date hereof, which shall be true and correct as of such date), and the Company shall have received a certificate of the President of Sub, dated the Closing Date, certifying to such effect.
Conditions to Obligation of the. Issuer to make a Transferred Asset Payment. The obligation of the Issuer to make a Transferred Asset Payment on any Additional Closing Date and of SPV to transfer the related Additional Transferred Assets to the Issuer hereunder on any Additional Closing Date is subject to the satisfaction of the following conditions:
(a) all representations and warranties of SPV contained in this Agreement and in the other Transaction Documents shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such day (other than those representations and warranties made as of an earlier date specified therein, in which case such representations and warranties are true and correct as of such earlier date);
(b) SPV shall have executed and delivered to the Issuer an Additional Assignment conveying such Additional Transferred Assets to the Issuer; and
(c) no Transfer Termination Event shall have occurred and be continuing.
Conditions to Obligation of the. PURCHASER 10 4.2 CONDITIONS TO OBLIGATION OF THE SELLER 11
Conditions to Obligation of the. Du Pont U.S. -------------------------------------------- Merger Subsidiaries to Effect the Mergers Conditions to Obligation of the ------------------------------------------ ------------------------------- Du Pont U.S. Merger Subsidiaries to Effect the Mergers Conditions to ------------------------------------------------------------ ------------- Obligation of the Du Pont U.S. Merger Subsidiaries to Effect the Mergers ------------------------------------------------------------------------------ Conditions to Obligation of the Du Pont U.S. Merger Subsidiaries to Effect the ------------------------------------------------------------------------------ Mergers. The obligations of the Du Pont Merger Subsidiaries to effect ------- the Mergers shall be subject to the satis-fac-tion or waiver on or prior to the Closing Date of the follow-ing addi-tion-al condi-tions:
(a) Xxxxxxx, Stockholder and the Protein Subsid-iar-ies shall each have per-formed or com-plied in all mate-ri-al respects with all obligations and agree-ments re-quired to be per-formed or complied with by it under this Agreement at or prior to the Effective Time.
(b) The representations and warranties of Xxxxxxx and Stockholder con-tained in this Agree-ment shall be true and cor-rect in all material respects at and as of the Effec-tive Time as if made at and as of such date, and the aggre-gate effect of all inaccura-cies in the repre-sen-ta-tions and war-ran-ties of Xxxxxxx, Stockholder and the Protein Subsid-iaries con-tained in this Agree-ment (with-out taking into account any quali-fica-tions, exceptions or limita-tions as to materi-ality or Material Adverse Effect con-tained in such repre-senta-tions and war-ran-ties) as if made at and as of the Effec-tive Time, did not and would not, have a Mate-rial Ad-verse Effect on the Busi-ness, taken as a whole.
(c) From the date of this Agreement through the Effective Time, there shall not have been any event, fact, condition, change or effect that is, or is reason-ably likely to be, materially adverse to the condi-tion (fi-nan-cial or other-wise), as-sets, busi-ness-es or re-sults of opera-tions of the Protein Subsidiaries, taken as a whole.
(d) Such licenses, permits, con-sents, approv-als, authoriza-tions, qualifications and orders of Govern-mental Entities and other third par-ties as are neces-sary in connec-tion with the Mergers or the transfer of any assets to be transferred hereunder shall have been ob-tained, except where the fail-ure to obta...
Conditions to Obligation of the. Stockholders and the Companies to ----------------------------------------------------------------- Effect the Merger. Unless waived by the Companies, the obligation of the ----------------- Stockholders and the Companies to effect the Merger shall be subject to the fulfillment at or prior to the Closing of the following additional conditions:
(a) CenterPoint, Mergersub and each of the Founding Companies shall have performed in all material respects their agreements contained in this Agreement and each Other Agreement required to be performed on or prior to the Closing Date and the representations and warranties of CenterPoint contained in this Agreement and each Other Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Companies shall have received a certificate of the Chief Executive Officer or President of CenterPoint to that effect;
(b) no Governmental Authority shall have promulgated or formally proposed any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger;
(c) the Companies shall have received an opinion from Xxxxxx Xxxxxx & Zavis, dated as of the Closing Date, containing the substantive opinions set forth in Exhibit 10.2(c), the final form of such opinion to be in form --------------- and substance reasonably acceptable to the Companies and Stockholders;
(d) Each of Xxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxxxx shall have been afforded the opportunity to enter into an employment agreement (the " EMPLOYMENT
