Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) and 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Furash shall have procured all of the material third party consents specified in 5(b) above. (iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) is satisfied in all respects; (vi) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto and the same shall be in full force and effect;
Appears in 1 contract
Samples: Stock Purchase Agreement (Headway Corporate Resources Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in 53(a) Section 3.1 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iiic) Furash the Company and its Subsidiary shall have given any notices to third parties and shall have procured all of the material third party consents specified that Buyer reasonably may have requested in 5(bconnection with the matters referred to in Section 4.3 above, except (i) above.a waiver from the landlord of the Dallas warehouse for the benefit of Comerica Bank, as agent, with regard to the Company's assets and (ii) a consent from such landlord to any assignment of lease deemed to occur as a result of the Closing;
(ivd) no action, suit, or proceeding shall be pending or, to the Knowledge of Sellers, threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent any Seller's consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) affect adversely the right of the Buyer to own Furash the Company Shares and to control Furashthe Company and its Subsidiary, or (Div) affect materially and adversely the right of Furash either the Company or its Subsidiary to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ve) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 6.1(a)-(d) is satisfied satisfied, with respect to himself, in all respects; ;
(vif) the relevant parties Buyer shall have entered into side an employment and non-compete agreement with Xxxx Xxxxxx Xxxx for a period of five (5) years with an annual non-compete payment in the amount of $70,000 and upon the terms and conditions as set forth in Exhibit 6.1(f);
(g) Xxxxxx Xxxx shall have entered into a five year covenant not-to-compete agreement with Buyer in the form of Exhibit 2.2(b);
(h) Each Seller shall have delivered to Buyer a General Release in the form of Exhibit 6.1(h);
(i) Sellers shall have delivered to Buyer a General Release from Xx XxXxxxx;
(j) The Company shall have entered into severance agreements with each of Xxxxxx, Xxxxxx and Xxxxx in the form of Exhibit 6.1(j), which shall replace the severance agreements entered into by such employees in 1996;
(k) The Company shall have entered into a severance agreement with Xxxxxxxx in the form of Exhibit 6.1(k), which shall replace the severance agreement dated October 31, 1996;
(l) the Buyer shall have received from counsel to the Sellers an opinion in form and substance as set forth in Exhibits B- 1 Exhibit 6.1(l) attached hereto, addressed to the Buyer, and B-2 attached hereto dated as of the Closing Date;
(m) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the same shall Company and its Subsidiary; and
(n) all actions to be taken by the Sellers in full force connection with consummation of the transactions contemplated hereby and effect;all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6.1 if its executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Jpe Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the The representations and warranties set forth in 53(a) Section 3 and 4 Section 5 above shall be true and correct in all material respects at and as of the Closing DateDate and there shall not have occurred any Material Adverse Effect;
(ii) The Shareholders and the Seller Company shall have performed and complied with all of its his covenants hereunder in all material respects through the Closing;
(iii) Furash The Company shall have procured all of the material third party consents specified in 5(bSection 7(b) above.;
(iv) no No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction jurisdiction, or before any arbitrator arbitrator, wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller The Shareholders shall have delivered to the Buyer a certificate certificate, to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 9(a)(i) through 9(a)(iv) is satisfied in all respects; ;
(vi) the relevant parties The Parties shall have entered into side agreements received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(b) and Section 5(d) above;
(vii) The Buyer shall have received from counsel to the Shareholders an opinion substantially in form and substance as set forth in Exhibits B- 1 Exhibit G attached hereto, addressed to the Buyer and B-2 attached hereto dated as of the Closing Date;
(viii) P. Nichxxxx Xxxxxxx xxxll have entered into the Employment Agreement;
(ix) The Shareholders shall have entered into the Noncompetition Agreements;
(x) The Shareholders shall have entered into the Leases;
(xi) Leotx Xxxxxxx xxx P. Nichxxxx Xxxxxxx, xx trustee of the Paul X. Xxxxxxx Xxxily Trust, shall have released the Company from its obligations under promissory notes issued to them in connection with the redemption of preferred stock.
(xii) All actions to be taken by the Shareholders in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the same transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.
(xiii) At least five business days prior to the Closing, the Buyer shall have received a balance sheet prepared by the Company, estimating the assets, liabilities and shareholders' equity of the Company as of the Closing Date (the "Estimated Closing Balance Sheet"). The Estimated Closing Balance Sheet shall be prepared in full force accordance with the method set forth in Section 11(a) for the preparation of the Draft Closing Balance Sheet and effectwill reflect: (A) Shareholders' Equity at least five million three hundred thousand dollars ($5,300,000); and (B) cash of at least eight hundred thousand dollars ($800,000). The Buyer shall not have objected to, challenged or otherwise repudiated any of the amounts included in the Estimated Closing Balance Sheet.
(xiv) The Buyer shall have received an appraisal, from an appraiser selected by the Buyer, that states that the fair market value of the Company's tangible assets listed in Section 5(m) of the Disclosure Schedule is at least equal to the book value of such assets reflected in the Estimated Closing Balance Sheet.
(xv) The Company shall have delivered evidence of its qualification to do business in each jurisdiction where it is so qualified and a certificate of good standing issued by the Secretary of State of each such jurisdiction demonstrating that the Company is in good standing in that jurisdiction;
(xvi) Each of the Shareholders shall have been made parties to the Stockholders' Agreement;
(xvii) The board of directors of the Buyer shall have approved the consummation of the transaction contemplated by this Agreement;
(xviii) All actions to be taken by the Shareholders 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 the Buyer; and
(xix) All of the transactions contemplated by the Exchange Agreements shall have been consummated. Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) and Section 4 above shall be true and correct in all material respects (except to the extent that any such representation or warranty is qualified by any materiality standard, in which case such representation and warranty shall be true and correct in all respects) at and as of the Closing Date;
(ii) the Seller Company shall have performed provided notices to third parties, and complied shall have procured any third party consents, that the Buyer reasonably requested in connection with all of its covenants hereunder the matters referred to in all material respects through the ClosingSection 4(c) above;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Shares and to control Furashthe Company and its Subsidiaries, or (D) affect materially and adversely the right of Furash any of the Company or its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(viv) the Seller shall have delivered to Buyer, the Buyer a certificate to Company, and the effect that each of the conditions specified above in 7(a)(i)-(iv) is satisfied in all respects; (vi) the relevant other parties thereto shall have entered into side agreements a Stockholders' Agreement in the form and substance as set forth in Exhibits B- 1 and B-2 of Exhibit C attached hereto and the same shall be in full force and effect;
(v) the Buyer, the Company, and the other parties thereto shall have entered into a Registration Agreement in the form of Exhibit D attached hereto and the same shall be in full force and effect;
(vi) the Parties shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(b), and Section 4(c) above;
(vii) the Company shall have furnished the Buyer with the following certificates:
(A) certificates, executed by the proper official of each jurisdiction, as to the Good Standing and qualification to do business of the Company and its Subsidiaries in each jurisdiction where the Company or its Subsidiaries is currently qualified to do business;
(B) a certificate from the Secretary of the Company confirming the existence, incorporation and Good Standing of the Company on the Closing Date, and attaching copies of its Organizational Documents, and resolutions authorizing the execution, delivery and performance of this Agreement and all other documents and the taking of all action required thereunder or in connection therewith on behalf of the Company and its Subsidiaries;
(viii) the Buyer shall have received from Xxxxx & Xxxxxxx an opinion in form and substance as set forth in Exhibit B attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(ix) the Buyer shall have received the written resignations, effective as of the Closing, of each director of each of the Company's Subsidiaries (other than NCI Foods, LLC and W.S.C. Water Management Corp., and the two directors of Northland Cranberries Sales Corp. who reside in the U.S. Virgin Islands) and of each director, other than Xxxx Xxxxxxxxxxx, of the Company;
(x) the Company shall have taken such action so that: (i) Xxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx shall be been appointed to the Board of Directors of the Company, (ii) Xxxx X. Xxxxx and Xxxxxx X. Xxxxxx shall each have been appointed Vice-Chairmen of the Board, (iii) Xxxx X. Xxxxx and Xxxxxx X. Xxxxxx shall have been appointed as the sole members of the Board of Directors of each of the Company's Subsidiaries (other than NCI Foods, LLC, W.S.C. Water Management Corp. and Northland Cranberries Sales Corp.) and (iv) Xxxx X. Xxxxx, Xxxxxx X. Xxxxxx, and Xxxxxxxx X. Xxxxx shall have been appointed to the Board of Directors of Northland Cranberries Sales Corp., all in accordance with any applicable Organizational Documents and in compliance with all applicable laws;
(xi) all actions to be taken by the Company 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 the Buyer;
(xii) the Company shall have obtained, in preparation for Closing, at the Company's own cost and expense, and shall have delivered to the Buyer, a commitment for an ALTA Owners Policy of Title Insurance, Form B-1970 (or other form of policy reasonably acceptable to the Buyer), for each parcel of Owned Real Property identified in Section 4(l)(i) of the Disclosure Schedule (the "Title Commitments"), issued by a title insurer satisfactory to the Buyer (the "Title Insurer"), in such amount as the Buyer and the Company reasonably determine to be the fair market value (including all improvements thereon), insuring the Buyer's interest in such parcel as of Closing, subject only to the Permitted Encumbrances and standard title insurance exceptions and requirements, which will be removed or satisfied on or before the Closing except as the same relate to matters appearing in title to the Bog Properties that require a survey for removal. The Company shall deliver at the time of delivery of the Title Commitments, copies of all documents of record referred to therein. The Company will provide the Buyer with title insurance policies ("Title Policies") on or before the Closing, from the Title Insurer based upon the Title Commitments. The Company will deliver to the Title Insurer all affidavits, undertakings and other title clearance documents reasonably necessary to issue the Title Policies and endorsements thereto. Each such Title Policy will be dated as of the date of closing and (a) insure title to the applicable parcels of real estate and all recorded easements benefitting such parcels, subject only to Permitted Encumbrances, (b) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies, excepting survey matters with respect to the Bog Properties, (c) with respect to the Facility Properties, contain an ALTA Zoning Endorsement 3.1, with parking (or equivalent) to the extent available in the jurisdiction in which the property is located, (d) with respect to the Facility Properties, contain an endorsement insuring that the parcel described in such Title Policy is the parcel shown on the survey delivered with respect to such parcel and a survey accuracy endorsement, (e) contain an endorsement insuring that each street adjacent to such parcel is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from such parcel, (f) with respect to the Facility Properties, if the real estate covered by such policy consists of more than one record parcel, contain a "contiguity" endorsement insuring that all of the record parcels are contiguous to one another, (g) contain a non-imputation endorsement, (h) contain a tax number endorsement and (i) contain such other endorsements as the Buyer and the Buyer's lender, if any, may reasonably request.
(xiii) The Company has procured, at its own cost and expense, in preparation for the Closing, and shall have delivered to the Buyer, current surveys or existing surveys accompanied with Affidavits of no change of each parcel of the Owned Real Property identified in Section 4(l)(i) of the Disclosure Schedule constituting a Facility Property, prepared by a licensed surveyor, satisfactory to the Buyer, and conforming to 1999 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys, and such standards as the Title Insurer may require as a condition to the removal of any survey exceptions from the Title Policy, and certified to the Buyer, the Buyer's lender and the Title Insurer.
(xiv) the Company and its Subsidiaries shall have obtained and delivered to the Buyer an estoppel certificate with respect to each of the Leases, dated no more than 30 days prior to the Closing Date, from the other party to such Lease, in form and substance satisfactory to the Buyer;
(xv) no damage, destruction, infestation or other change or casualty has occurred with respect to any of the Real Property or any portion thereof that, individually or in the aggregate, would have a material adverse effect on the use or occupancy of the Real Property or the operation of the business of the Company and its Subsidiaries;
(xvi) the Company shall have effected a one for four (1:4) reverse stock split of its Class A Common Stock and Class B Common Stock;
(xvii) each holder of Class B Common Stock shall have converted all of his, her or its shares of Class B Common Stock into Class A Common Stock, such that immediately following the Closing there are no issued or outstanding shares of Class B Common Stock;
(xviii) the Company shall have entered into written agreements with the vendors, suppliers or other creditors set forth on Exhibit E attached hereto, which agreements shall be in form and substance satisfactory to the Buyer in its sole discretion;
(xix) the Company's Board of Directors and / or Special Committee thereof shall have received a fairness opinion from Rabobank International;
(xx) the Company and the Buyer (or its Affiliate) shall have executed a management services agreement in form and substance satisfactory to the Buyer in its sole discretion;
(xxi) since August 31, 2001, no change, occurrence or development with respect to the Company or its Subsidiaries that was not disclosed in the SEC Documents filed prior to the date of this Agreement or in the Disclosure Schedule shall have occurred or become known to the Buyer that has had or could reasonably be expected to have a material adverse effect on the Company's or any of its Subsidiaries' business, properties, assets, results, operations, or conditions (financial or other), either alone or in the aggregate.
(xxii) the Management Agreement shall have been terminated;
(xxiii) the Severance and Stay Bonus Plan shall have been terminated;
(xxiv) the Buyer shall have received delivery of certificates for the Shares as set forth hereunder;
(xxv) the Company shall have obtained on terms and conditions satisfactory to the Buyer all of the financing it needs in order to consummate the transactions contemplated hereby and, together with the Cash Purchase Price, fund the working capital requirements of the Company and its Subsidiaries after the Closing;
(xxvi) the results of the Buyer's conversations with the Company's customers shall be satisfactory to the Buyer in the Buyer's sole discretion;
(xxvii) the Company's Bylaws shall have been amended in form and substance satisfactory to the Buyer in its sole discretion;
(xxviii) the Company shall have taken such action so that Xxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxxxxxx, M. Xxxxxx Xxxx, Xxxxxxxx X. Xxxxx and C. Xxxxx Xxxxx shall have been appointed officers of the Company;
(xxix) the Company shall deliver to the Buyer Phase I reports for the Facility Properties satisfactory to the Buyer in the Buyer's sole discretion; and
(xxx) the Company and the other parties to the Assignment, Assumption and Release Agreements shall have executed the Assignment, Assumption and Release Agreements in form and substance satisfactory to the Buyer in its sole discretion. The Buyer may waive any condition specified in this Section 5(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Northland Cranberries Inc /Wi/)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:conditions (or their waiver in writing by the Buyer):
(i) 7.1.1 the representations and warranties set forth in 53(a) and 4 Article 3 above shall be true and correct in all material respects at and as of the Closing Date;; Alpha Wire Corporation
(ii) 7.1.2 the Seller shall have performed and complied with all of its covenants hereunder in all material respects through that it must perform prior to the Closing;
(iii) Furash 7.1.3 the Seller shall have procured all of the material third party consents specified Consents referred to in 5(b) Section 5.2 above.;
(iv) 7.1.4 no action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, consummation or (Ciii) affect adversely the right of the Buyer to own Furash Shares and to own, operate or control Furash, the Assets or (D) affect materially and adversely the right of Furash to own its assets and to operate its business Business (and no such injunction, judgment, order, decree, rulingstipulation, injunction or charge shall be in effect);
(v) 7.1.5 the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) Sections 7.1.1 through 7.1.4 is satisfied in all respects; (vi) ;
7.1.6 the relevant parties Parties shall have entered into side agreements in form received all authorizations, consents and substance as set forth in Exhibits B- 1 approvals of governments and B-2 attached hereto and the same shall be in full force and effect;governmental
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Target and its Subsidiaries shall have procured all of the material third party consents specified in Section 5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, country or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target and its Subsidiaries, or (D) affect materially and adversely the right of Furash any of the Target and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) all applicable waiting periods (and any extensions thereof) under any applicable merger, trade or competition acts shall have expired or otherwise been terminated and the relevant parties Parties, the Target, and its Subsidiaries shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above;
(vii) the Key Employees and Target shall have entered into side agreements into, and delivered to the Buyer, employee offer letters in form and substance as set forth in Exhibits B- 1 and B-2 Schedule 9 attached hereto and the same shall be in full force and effect;
(viii) the Buyer shall have received from counsel to the Sellers opinions in form and substance acceptable to the Buyer and counsel to the Buyer, acting reasonably, addressed to the Buyer, and dated as of the Closing Date;
(ix) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Target and its Subsidiaries requested by the Buyer;
(x) the Buyer shall have received Target's and all of its Subsidiaries' minutes books, stock books, stock registries, and bank signature cards;
(xi) an Escrow Agreement substantially in the form of Schedule 3 hereto shall have been validly entered into by all parties thereto other than the Buyer;
(xii) [Intentionally Deleted];
(xiii) all Shareholders other than the Sellers shall have executed and delivered to the Buyer a Purchase Agreement substantially in the form of Schedule 4 hereto;
(xiv) all filings, registrations and exemptions required under all Applicable Securities Law shall have been made or received;
(xv) the Buyer shall have received satisfactory evidence that all existing employment contracts undertakings and employment-related arrangements (including severance agreements) by the Target and its Subsidiaries in favor of the Sellers have been cancelled and all existing obligations between the Target and its Subsidiaries and the Sellers for borrowed money, advances, and other non-salary, non-wage and non-commission arrangements have been settled and discharged.
(xvi) all Target Warrants and all vested Target Options shall have been exercised, Shareholders holding 100 percent of the outstanding Target Shares as at the Closing shall have tendered delivery of their Target Shares, and the holders of all of the outstanding unvested Target Options shall have agreed to amendments to the terms and conditions of their Target Options as more particularly provided in paragraph 2(e) and the Option Plan shall have been amended in form and substance satisfactory to the Buyer;
(xvii) all actions to be taken by the Sellers 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, and as relevant delivered, to the Buyer;
(xviii) nothing shall have occurred after the date of this Agreement relating to Target which, in the Buyer's reasonable opinion, may have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of the Target and its Subsidiaries but for greater certainty, this provision does not apply to general market conditions, including currency, interest rate, general stock indices and other factors not specific to Target;
(xix) all Key Employees not party to this Agreement have executed Buyer's standard form Confidentiality, Non-Solicitation and Non-Competition Agreement;
(xx) all option agreements to which any of Target's senior management personnel are party shall have been amended to change the vesting rights of such option holders upon a change of control of Target so that 50% of such options vest on a change of control and the Balance of the options vest in accordance with Buyer's regular options vesting schedule;
(xxi) Target Shareholders Agreement shall have been terminated;
(xxii) Sellers shall, in the reasonable opinion of the Buyer, have commenced the sale of the Tools Business or the Tools Business Shut-Down all as more particularly provided in 5(k); and
(xxiii) Xxxx Xxxxxxxxxx shall have complied with the covenant set out in Section 5(i). The Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions Transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) 1. the representations and warranties set forth in 53(a) Sections IV.A and 4 IV.C above shall be true and correct in all material respects at and as of the Closing Date;
(ii) 2. the Seller Sellers shall have performed and complied with all of its the covenants hereunder in all material respects through the Closing;
(iii) Furash 3. the Sellers shall have procured all of the material third party consents specified in 5(b) Section V.B above.;
(iv) 4. the Sellers shall sell not less than 90% of all SDL Shares to the Buyer pursuant to this Agreement;
5. all outstanding, vested options for SDL common stock have been exercised or tendered, together with payment, for exercise before or concurrent with Closing;
6. no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this AgreementTransactions, (Bii) cause any of the transactions contemplated by this Agreement Transactions to be rescinded following consummation, (Ciii) affect adversely the right of the Buyer to own Furash SDL Shares and to control FurashSDL, or (Div) materially adversely affect materially and adversely the right of Furash SDL to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
7. the Board of Directors of SDL will have adopted an amendment terminating SDL'S Section 401(k) Plan and Profit Sharing Plan (vthe "SDL Plans") on or before the Seller shall have delivered Closing Date, incorporating changes required by legislation subsequent to the Buyer date on which the SDL Plans received a certificate favorable determination letter from the IRS, and providing, inter alia, that no distributions shall be made from the SDL Plans before receipt of a favorable IRS determination letter referred to the effect that each of the conditions specified above in 7(a)(i)-(iv) is satisfied in all respectsSection VI.L; (vi) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto and the same shall Plans will be in full force fully vested and effectfunded;
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer and the Company to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in 53(a) and 4 Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iiic) Furash there shall have procured all of the material third party consents specified in 5(b) above.
(iv) no action, suit, or proceeding shall not be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing 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 the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(vd) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 7.1 (a), (b) and (c) is satisfied in all respects; ;
(vie) the relevant parties Seller and its Subsidiaries, and the Company and its Subsidiaries, shall have entered into side agreements received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3.3 and Section 4.3 above; and
(f) all actions to be taken by the Seller 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 as set forth in Exhibits B- 1 and B-2 attached hereto to the Buyer and the same shall be Company. The Buyer may waive any condition specified in full force and effect;this Section 7.1 if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSections 3(a) and 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash Master Products and its Subsidiaries shall have procured all of the material third party consents specified in 5(b) above., all of the title insurance commitments, policies, and riders specified in 5(h) above;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Master Products Shares and to control FurashMaster Products and its Subsidiaries, or (D) affect materially and adversely affect the right of Furash any of Master Products and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect), (E) materially and adversely affect any of the assets or liabilities of Master Products; or (F) cause any material adverse Liability (other than the Disclosed Liabilities) that is not reflected on the Most Recent Audited Balance Sheet;
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Parties' shall have complied with all applicable laws, including the Hart-Xxxxx-Xxxxxx Xxx, and all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties and Master Products and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Sections 3(a)(ii), 3(b)(ii) and 4(c) above;
(vii) the Buyer shall have completed its due diligence investigation of the legal and business affairs of Master Products and Seller, including a business audit of Master Products and an environmental audit of all Real Property, the results of which must be reasonably satisfactory to Buyer;
(viii) the Board of Directors of the Buyer's sole shareholder, Escalade, Inc., shall have approved Buyer's purchase of the Master Products Shares;
(ix) the Seller and the Escrow Agent shall have executed and delivered to the Buyer the Escrow Agreement in the form of Exhibit A, attached hereto;
(x) the Buyer shall have entered into side agreements satisfactory employment arrangements with Willxxx Xxxxxx, Xxce President-Sales, and Tony Xxxxxxxxx, Xxant Manager;
(xi) the Seller shall have terminated the employment of Mark Xxxxxx, Mimma Del Rosaxxx xxx Dan Xxxxx xxx the Seller shall have procured on executed non-solicitation and confidentiality agreement between Mark Xxxxxx xxx Master Products in a form reasonably acceptable to the Buyer;
(xii) the Seller shall have delivered the Non-Compete Agreement in the form of Exhibit D, attached hereto, executed by Seller's Parent;
(xiii) the Buyer shall have received an Affidavit in the form of Exhibit E, attached hereto, regarding matters related to FIRPTA;
(xiv) the Buyer shall have received from counsel to the Seller an opinion in form and substance as set forth in Exhibits B- 1 Exhibit F, attached hereto, addressed to the Buyer, and B-2 dated as of the Closing Date;
(xv) the Seller shall have delivered the Indemnification Agreement in the form of Exhibit G, attached hereto hereto, executed by Seller's Parent;
(xvi) the Buyer shall have received from the Seller the original promissory note evidencing the Intercompany Debt, and the same shall be marked "Paid" (or Seller shall provide other satisfactory evidence that the Intercompany Debt shall have been paid in full force full);
(xvii) the Buyer shall have received the resignations, effective as of the Closing, of each director of Master Products and effectits Subsidiaries;
(xviii) the Seller shall have delivered to the Buyer evidence of the termination of all agreements (including but not limited to management or similar agreements) between Master Products and/or any of its Subsidiaries, on the one hand, and Seller, Seller's Parent and/or any of their Affiliates, on the other hand (except for such agreements as may be entered into as part of the transaction contemplated hereunder); and
(xix) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all closing certificates, legal opinions, instruments, assignments, transfer documents, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this 7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the ------------------------------------- Buyer 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 53(a) and 4 Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Sellers shall have procured all of the material third party consents specified in Section 5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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, or (C) affect adversely the right of the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets Acquired Assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)the former businesses of the Sellers;
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 6(a)(i)-(iv) is satisfied in all respects; ;
(vi) all actions to be taken by the relevant parties shall have entered into side agreements Sellers 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 as set forth in Exhibits B- 1 and B-2 attached hereto and to the same shall be in full force and effect;Buyer.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) the representations and warranties of the Seller and the Shareholders set forth in 53(a) and 4 above Article II hereof shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iiic) Furash the Seller shall have procured all of the material third party consents specified in 5(bSchedule 2.05;
(d) aboveany waiting period (and any extension thereof) applicable to the consummation of this transaction under the HSR Act shall have expired or been terminated.
(ive) no action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash Shares and the Assets or to control Furash, or (D) affect materially and adversely the right of Furash to own its assets and to operate utilize them in its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)operations;
(vf) the annualized net sales of the Seller during the two calendar weeks ending immediately prior to the Closing shall not be less than $365,000,000;
(g) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 5.01(a)-(f) is has been satisfied in all respects; (vi) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto and the same shall be in full force and effect;
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in 53(a) Section 3.1 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller shall have performed and complied with all of its his covenants hereunder in all material respects through the Closing;
(iiic) Furash the Company shall have procured all of the material third party consents specified in 5(b) Section 5.2 above.
(ivd) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) affect adversely the right of the Buyer to own Furash the Company Shares and to control Furashthe Company , or (Div) affect materially and adversely the right of Furash the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ve) no material adverse change in the business operations, affairs, prospects, properties, assets, existing or potential liabilities, obligations, profits or condition (financial or otherwise) of the Company shall have occurred;
(f) the Seller shall have delivered to the Buyer a certificate dated as of the Closing Date to the effect that each of the conditions specified in Section 7.1(a) through (e) above in 7(a)(i)-(iv) is satisfied in all respects; ;
(vig) the relevant parties Seller and Xxxxx Xxx shall have entered into side employment agreements with the Company substantially in the form attached hereto as Exhibits A and B. All other employment agreements with any employees of the Company shall have been terminated and be of no further force or effect;
(h) the Buyer shall have received from counsel to the Seller an opinion in form and substance as set forth in Exhibits B- 1 Exhibit C attached hereto, addressed to the Buyer, and B-2 attached hereto dated as of the Closing Date;
(i) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the same Company other than Xxxx Xxx;
(j) all actions to be taken by the Seller 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 the Buyer; and
(k) the Company shall be of obtained a release from its financial advisors in full force and effecta form satisfactory to the Buyer stating that that the Company has no existing or future Liability to such financial advisors with respect to any fees, commissions or other amounts payable with respect to the transactions contemplated by this Agreement;
(l) the Buyer shall have received a favorable opinion from X.X. Xxxxxxx & Sons, Inc., as to the fairness of consideration paid with respect to the transactions contemplated by this Agreement; and
Appears in 1 contract
Samples: Stock Purchase Agreement (Advanced Communication Systems Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its covenants hereunder in all material respects with all of their covenants hereunder through the Closing;
(iii) Furash the Company and its Subsidiaries shall have procured all of the material third party consents specified in Section 5(b) above., all of the title insurance commitments, policies, and riders specified in Section 5(h) above, and all of the Surveys specified in Section 5(i) above;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Company Shares and to control Furashthe Company and its Subsidiaries, or (D) affect materially and adversely the right of Furash any of the Company and its Subsidiaries to own its assets and to operate its business Businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and the Parties, the Company, and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above;
(vii) all applicable consents, permits and orders required by the FCC, the Georgia PSC and any other governmental authority shall have been obtained and become final;
(viii) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto Noncompetition. Agreements and the same shall be in full force and effect;
(ix) Buyer shall have received from counsel to Sellers an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to Buyer, and dated as of the Closing Date;
(x) Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company and its Subsidiaries;
(xi) Buyer shall have obtained from the Rural Telephone Finance Cooperative or other institutional lender, on terms and conditions satisfactory to it in its sole discretion, all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the Company and its Subsidiaries after the Closing;
(xii) at the Closing, the Company shall have no less than Four Million Dollars ($4,000,000) in readily-available cash, a minimum net worth of Nine Million Dollars ($9,000,000) and a minimum current ratio of 1.
Appears in 1 contract
Samples: Contribution and Stock Purchase Agreement (Madison River Capital LLC)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the Requisite Stockholder Approval shall have been obtained;
(ii) the representations and warranties set forth in 53(a) and 4 part 2 above shall be true and correct in all material respects at and as of the Closing Date;
(iiiii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects under the Agreement required to be performed through the Closing;
(iiiiv) Furash the Seller shall have procured all of the material third party consents specified referred to in 5(b) above.paragraph 4.2;
(ivv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein where an unfavorable injunction, judgment, order, decree, ruling, or charge would or could reasonably be expected to (A) prevent consummation of any of the transactions contemplated by in this Agreement, (B) cause any of the transactions contemplated by in this Agreement to be rescinded following consummation, and (C) affect adversely the right of the Buyer to own Furash Shares and to control Furashthe Acquired Assets, or (D) affect materially and adversely the right of Furash to own its assets and Buyer’s ability to operate its business the Business after Closing (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(vvi) the Seller shall have delivered to the Buyer a certificate to in substantially the effect form of Exhibit 5.1(vi) (“Seller Closing Certificate”), stating that each of the conditions specified in items (i) through (v) above in 7(a)(i)-(iv) is has been satisfied in all respects; ;
(vivii) the relevant parties Seller and the Buyer shall have entered into side agreements received all other authorizations, consents, and approvals necessary to consummate the transactions contemplated in this Agreement, including, without limitation, those of governments and governmental agencies and any other Persons referred to in paragraphs 2.3 and 3.3;
(viii) the Buyer shall have received the other deliveries specified in paragraph 1.6(a); and
(ix) all actions to be taken by the Seller in connection with consummation of the transactions contemplated in this Agreement and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated in this Agreement shall be satisfactory in form and substance as set forth to the Buyer. The Buyer may waive any condition specified in Exhibits B- 1 this paragraph 5.1 if they execute and B-2 attached hereto and deliver a written notice to such effect to the same shall be in full force and effect;Seller at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) and 4 Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator arbitrator, wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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, or (C) affect adversely and materially the right of the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets Corporate Assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)UT;
(viii) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 6(a)(i)- (ii) is satisfied in all respects; ;
(iv) The Seller and the Buyer shall have received all authorizations, consents, and approvals of governments and governmental agencies, if any, referred to in Section 3(c) and Section 4(c) above;
(v) the Buyer shall have received assurance that all employee issues and benefits in the future, such as 401(k) plans, health plans and waiver of waiting period for plans, are resolved to Buyer's sole satisfaction;
(vi) the relevant parties Buyer shall have entered into side agreements be solely satisfied with its due diligence of UT;
(vii) a Debt Subordination Agreement, in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto and the same satisfactory to Buyer, shall be executed between Commerce Bank, N.A. and Ceridian;
(viii) the executed employment contract with Xxxx Xxxxx will become effective immediately at the Closing;
(ix) compliance with miscellaneous covenants of Seller in full force Section 5 and effect;elsewhere in this Agreement; and
Appears in 1 contract
Samples: Stock Purchase Agreement (Canterbury Consulting Group Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions:
(i) the representations and warranties set forth in 53(aSECTION 3(A) and SECTION 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material Material respects through the Closing;
(iii) Furash shall Infinity (A) will have given (and the Sellers will have caused Infinity to give) any notices to third parties, and Infinity will have used (and Sellers will have caused Infinity to use) its reasonable best efforts to obtain third-party consents, that the Buyer may reasonably request in connection with the matters pertaining to Infinity disclosed or required to be disclosed in the Disclosure Schedule; (B) will have procured all of the material necessary third party consents specified required to consummate this Agreement and the transactions contemplated hereby; and (C) will have taken any additional action (and the Sellers will cause Infinity to take any additional action) that may be necessary, proper, or advisable in 5(b) above.connection with any other notices to, filings with, and authorizations, consents, and approvals of governments, governmental agencies, and third parties that he, she or it may be required to give, make, or obtain to consummate this Agreement and the transactions contemplated hereby;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (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, or (C) affect adversely the right of the Buyer to own Furash Shares and to control Furashown, operate, or (D) affect materially and adversely the right of Furash to own its assets and to operate its business control Infinity Shares or Infinity (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in 7(a)(i)-(ivSECTION 7(A)(I)-(IV) is satisfied in all respects; ;
(vi) the relevant parties acquisition by the Buyer of Infinity Shares shall represent one hundred percent (100%) of the issued and outstanding capital stock of Infinity and all of such Infinity Shares shall be free and clear of any Security Interests or other liens, claims or encumbrances of any nature whatsoever;
(vii) the Parties and Infinity shall have entered into side agreements received all other authorizations, consents and approvals of governments and governmental agencies set forth herein and in the Disclosure Schedule;
(viii) the Buyer and Infinity shall have received from each Seller and from at least 90% of the other persons listed on ANNEX IV an executed compliance agreement in the form attached hereto as EXHIBIT D and substance the initial salary and bonus for each such person listed on ANNEX IV (other than Sellers) and the initial salary for each Seller;
(ix) the Buyer shall have received from each Seller an executed Equity Purchase Agreement in the form attached hereto as EXHIBIT A with respect to the Buyer's Shares issued to each Seller on the Closing Date;
(x) Sellers shall have caused each person listed on ANNEX VI to execute a Stock Option Agreement in the form attached hereto as EXHIBIT B for the issuance to each such person listed on ANNEX VI of (A) Buyer's Options in the amount set forth next to such person's name on Closing Date and (B) potential additional Buyer's Options in accordance with the terms of EXHIBIT B;
(xi) the Buyer shall have received from counsel to the Sellers an opinion with respect to the matters set forth in EXHIBIT E attached hereto, addressed to the Buyer and dated as of the Closing Date;
(xii) the Buyer shall have received the resignations, effective as of the Closing, of each director of Infinity prior to the Closing;
(xiii) the Buyer shall be satisfied in its sole discretion with the results of its continuing legal, financial and business due diligence investigations of Infinity, all of which shall be final and completed to Buyer's satisfaction not later than two (2) days prior to Closing;
(xiv) no material adverse change shall have occurred in Infinity's Business or its future prospects;
(xv) Sellers shall have caused Infinity to cancel each outstanding phantom stock, deferred bonus or option plan, if any, all at no cost to the Buyer or Infinity;
(xvi) all liens and Security Interests securing debts of Infinity which have been paid in full prior to or at the Closing shall have been fully released of record to the satisfaction of the Buyer and all Uniform Commercial Code financing statements covering such debts shall have been terminated;
(xvii) no unsatisfied liens for the failure to pay Taxes of any nature whatsoever shall exist against Infinity, or against or in any way affecting any Infinity Share;
(xviii) Buyer shall be satisfied that it can obtain a full stepped-up basis in the assets of Infinity pursuant to the Section 338(h)(10) election and any similar state law election made pursuant to SECTION 6(G) above;
(xix) all obligations of Infinity which are not being retired or satisfied by the Sellers prior to or at the Closing shall have been modified in such a manner that their covenants, repayment schedules, and other provisions will be upon terms reasonably satisfactory to Buyer.
(xx) the Sellers shall and Infinity shall have caused all of Infinity's officers, directors and/or other senior employees of Infinity to, have repaid in full all debts and other obligations, if any, owed to Infinity;
(xxi) the Buyer shall have received from Infinity the Financial Statements;
(xxii) all appropriate corporate and shareholder authorizations of Infinity shall have been obtained;
(xxiii) since the Most Recent Balance Sheet, Infinity shall have made no dividend, consulting or other payment to the Sellers, except for employment salaries (not to exceed current compensation) as set forth in Exhibits B- 1 SECTION 4(M) of the Disclosure Schedule and B-2 attached hereto and bonuses as set forth on SECTION 4(M) of the same Disclosure Schedule; PROVIDED, HOWEVER, that no payment shall be made for any cash to accrual tax liability as a result of the transactions contemplated hereby;
(xxiv) except as set forth on the Disclosure Schedule, since the Most Recent Balance Sheet, Infinity shall not have transferred, conveyed, disposed of and/or sold any of its Material assets, except in full force the Ordinary Course of Business; and
(xxv) all Intellectual Property created or developed by any Seller and effect;any other current employee of Infinity that has been used historically by Infinity or is being used currently by Infinity shall be one hundred percent (100%) owned by Infinity as of the Closing Date. The Buyer may waive any condition specified in this SECTION 7(A) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Answerthink Consulting Group Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Target and its Subsidiaries shall have procured all of the material third party consents specified in Section 5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target and its Subsidiaries, or (D) affect materially and adversely the right of Furash any of the Target and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) The Parties, the relevant parties Target, and its Subsidiaries shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above;
(vii) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Target and its Subsidiaries other than those whom the Buyer shall have specified in writing at least two business days prior to the Closing;
(viii) all actions to be taken by the Sellers 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 satisfactory in form and substance to the Buyer;
(ix) the Seller shall have no unpaid Liabilities with respect to items incurred or due on or before to the Closing Date, except notes payable to directors.
(x) Xxxxxx Xxx (one of the Sellers) shall have entered into side agreements an Employment Agreement with the Buyer, which shall secure her services for a period of at least 2 years from October, 2000. The Buyer may waive any condition specified in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto and this Section 7(a) if it executes a writing so stating at or prior to the same shall be in full force and effect;Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a§3(a) and §4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash the Target and its Subsidiaries shall have procured all of the material third party consents specified in §5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target and its Subsidiaries, or (D) affect materially and adversely the right of Furash any of the Target and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in §7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Sellers and the Buyer shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 the Employment Agreements attached hereto and the same shall be in full force and effect;; and
(vii) all actions to be taken by the Sellers 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 the Buyer. The Buyer may waive any condition specified in this §7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the The representations and warranties set forth in 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller The Sellers shall have performed and complied with all of its their covenants hereunder in all material Material respects through the Closing;
(iii) Furash the Targets shall have procured all of the material governmental or third party consents and approvals specified in Section 5(b) above.including any landlord consents related to any rental property and a consent from SAP America, Inc. relating to Targets' National Logo Partner Agreement;
(iv) no No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency within the jurisdiction of any federal, state, local, or foreign jurisdiction or before any arbitrator Governmental Authority wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (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, or (C) affect adversely the right of the Buyer to own Furash Shares and to control Furashown, operate, or (D) affect materially and adversely control the right of Furash to own its assets and to operate its business Shares or the Targets (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect);; CORESTAFF, INC. STOCK PURCHASE AGREEMENT - 38 - 44
(v) the Seller The Sellers shall have delivered to the Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties The Buyer shall have entered into side agreements received from each of Terrx Xxxxxxx Xxxlxx xxx Kevix X. Xxxxxxxxx xx executed employment agreement in the form and substance attached hereto as Exhibit B;
(vii) The Buyer shall have received from each of Terrx Xxxxxxx Xxxlxx xxx Kevix X. Xxxxxxxxx xx executed non-competition agreement in the form and substance attached hereto as Exhibit C;
(viii) The Buyer shall have received from counsel to the Sellers an opinion with respect to the matters set forth in Exhibits B- 1 Exhibit D attached hereto, addressed to the Buyer and B-2 attached hereto dated as of the Closing Date;
(ix) The Buyer shall have received the resignations, effective as of the Closing, of each director of the Targets designated by Buyer prior to the Closing;
(x) All officers, directors of the Targets and each of the Sellers shall have repaid in full all debts or other obligations, if any, owed by them to the Targets;
(xi) No Material adverse change shall have occurred before the Closing in Targets' business or their future business prospects;
(xii) All appropriate consents and shareholder authorizations of Targets shall have been obtained;
(xiii) The Buyer shall be satisfied that at Closing all facilities of the Targets are under legal, valid and binding leases or subleases, each of which have received all approvals of governmental authorities;
(xiv) Sellers shall have delivered to Buyer stock certificates evidencing all of the stock of the Targets in good delivery form and duly endorsed for transfer or accompanied by duly executed stock power or other appropriate assignment documents;
(xv) The Sellers shall have caused to be cancelled and the same Targets shall have cancelled any stock options, deferred bonus programs, and phantom equity plans CORESTAFF, INC. STOCK PURCHASE AGREEMENT - 39 - 45 outstanding as of the Closing Date, at no cost to Buyer. Sellers shall have fully assumed all liabilities relating to the Target's 1997 Contingent Bonus Plan. Buyer shall be satisfied in its sole reasonable good faith discretion with existing non-compete arrangements with Targets' employees and with the existing employment arrangements with Targets' employees, including arrangements between the Target's employees and Terrx Xxxxxxx Xxxlxx xxx Kevix Xxxxxxxxx;
(xvi) All liens and security interests securing debts of the Targets which have been paid in full force prior to or at the Closing shall have been fully released of record to the reasonable satisfaction of the Buyer and effectall Uniform Commercial Code financing statements or other filings of any kind whatsoever, covering or evidencing such debts, liens and/or security interests shall have been terminated;
(xvii) No unsatisfied liens for the failure to pay Taxes of any nature whatsoever shall exist against the Targets, or against or in any way affecting any of the Shares; and
(xviii) All deferred taxes of the Targets and all other tax related issues of the Targets shall have been accrued and/or discharged by the Targets (except for income Taxes payable by the Sellers). The Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditionsconditions as of the Closing:
(ia) the representations and warranties set forth in 53(a) SECTION 3.1 and SECTION 4 above shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(ivc) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) affect adversely the right of the Buyer to own Furash the Company Shares and to control Furashthe Company and the Subsidiary, or (Div) affect materially and adversely the right of Furash the Company or the Subsidiary to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(vd) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSECTIONS 6.1(a)-(c) is are satisfied in all respects; ;
(vie) the Parties, the Company and the Subsidiary shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in SECTION 3.1(a), SECTION 3.2(b), and SECTION 4.3;
(f) the relevant parties shall have entered into side agreements the Short Term Notes, the Long Term Notes, and the Warrant Agreements and the same shall be in full force and effect;
(g) the relevant parties shall have entered into the Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT") in form and substance as set forth in Exhibits B- 1 and B-2 on EXHIBIT F attached hereto and the same shall be in full force and effect;
(h) the Sellers, XxXxxxxxx and Xxxx shall each have entered into a Lock-Up Agreement (collectively, the "LOCK-UP AGREEMENTS") with the Buyer covering the resale of each such holder of the Buyer Shares in form and substance as set forth in EXHIBIT G attached hereto and the same shall be in full force and effect;
Appears in 1 contract
Samples: Stock Purchase Agreement (Microtel International Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) and 4 Section 3.1 above shall be true and correct in all material respects when made and at and as of the Closing Date;
(ii) the Seller shall have performed and complied in all material respects with all of its covenants to be performed or complied with hereunder in all material respects through on or before the Closing;
(iii) Furash the Seller shall have procured all of the material authorizations, third party consents specified and approvals required to be obtained by it pursuant to Section 4.1(b) hereof (except with respect to Restricted Contracts), which shall be on terms that will not result in 5(bany material economic cost to Buyer, other than consents with respect to Material Contracts the failure to obtain which consents shall not, taken as a whole, result in a Material Adverse Effect;
(iv) aboveno events or conditions shall have occurred which individually or in the aggregate, have had, or may reasonably be anticipated by the Buyer, to give rise to any Material Adverse Effect.
(ivv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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, or (C) affect adversely the right of the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely acquire the right of Furash to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Transfer Agency Assets;
(vA) the Seller shall have entered into (1) the Assignment of Rockland Lease, (2) a termination of the Federated Funds TA Agreement, (3) an amendment to each Proprietary Funds TA Agreement that is fashioned as a Bundled Services Agreement, (4) an assignment of each Proprietary Funds TA Agreement that is not fashioned as a Bundled Services Agreement, (5) an Assignment of Contracts with respect to all Material Contracts, subject to sub-Section (iii) above, (6) the License Agreement, (7) the Sub-Contracts, (8) a xxxx of sale with respect to all other Transfer Agency Assets other than the Excluded Assets, and (9) a letter agreement setting forth the terms on which the Shared Resource will be made available and (B) the Proprietary Funds with a Bundled Services Agreement shall have each entered into a duly authorized and approved New Proprietary Funds TA Agreement;
(vii) the Board of Directors/Trustees of the Federated Funds shall have duly authorized and approved the New TA Agreement and the Federated Funds shall have entered into the New TA Agreement;
(viii) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 5(a)(i) through (vii) is satisfied in all respects; and
(viix) all actions to be taken by the relevant parties shall have entered into side agreements Seller in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.
(x) Seller shall have delivered to Buyer the following:
(1) a copy of the resolutions duly and validly adopted by the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement by Seller, certified by the Secretary or an Assistant Secretary of Seller as set forth in Exhibits B- 1 and B-2 attached hereto and the same shall be being in full force and effect;effect as of the Closing; (2) certified copies of the charter and bylaws of Seller as in full force and effect as of the Closing; (3) a certificate issued by the Secretary of State or other similar appropriate governmental department, as of a date not more than thirty (30) days prior to the Closing, as to the good standing of the Seller in its state of incorporation; and (4) a certificate of the Secretary or an Assistant Secretary of Seller as to the incumbency and signatures of the officers of Seller executing this Agreement and any other documents delivered by Seller at Closing; and
(B) all of the Books and Records; and
(C) such other documents and instruments as the Buyer or its counsel may reasonably request; provided, however, that it is expressly acknowledged and agreed that opinions of counsel will not be required or requested. The Buyer may waive any condition specified in this Section 5(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Federated Investors Inc /Pa/)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) and 4 Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.identified on Schedule 1 have been procured;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (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, or (C) affect adversely the right of the Buyer to own Furash Shares and to control Furashown, operate, or (D) affect materially and adversely control the right of Furash to own its assets and to operate its business Acquired Assets (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect);
(v) there shall not be any actual or Threatened judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;
(vi) the Seller shall have delivered to the Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 6(a)(i)-(v) is satisfied in all respects;
(vii) the Buyer shall have received from counsel to the Seller an opinion, addressed to the Buyer and dated as of the Closing Date in form acceptable to Buyer; (viviii) the relevant parties Board of Directors of Buyer shall have entered into side agreements approved the transactions contemplated in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto and the same shall be in full force and effectthis Agreement;
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(a) (i) each of the representations and warranties contained in Sections 3.1(a) (Authorization), 3.1(b) (Organization), 3.1(e) (Shares), 4.1 (Organization, Qualification and Power), 4.2 (Capitalization), 4.5 (Title to Assets) and 4.6 (Subsidiaries) shall be true and correct in all respects, and (ii) each of the representations and warranties contained in Section 3.1 or 4 of this Agreement other than those listed in clause (i) of this Section 7.1(a) that are qualified by materiality shall be true and correct in all respects, and the representations and warranties set forth in 53(a) and Section 3.1 or 4 above that are not so qualified shall be true and correct in all material respects at respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same will continue on the Closing Date to be true and correct as of the specified date;
(iib) the Seller shall and the Company will have performed and complied with all of its their respective covenants hereunder contained in this Agreement in all material respects through the Closing;
(iiic) Furash shall the Seller will have procured all of the material third party consents specified consents, authorizations and approvals set forth in 5(b) above.Schedule 7.1(c);
(ivd) no action, suit, suit or proceeding shall will be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein Governmental Authority in which an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would would: (Ai) prevent consummation of any of the transactions contemplated by this Agreement, ; (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; or (Ciii) affect adversely the right of the Buyer to own Furash the Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Company;
(ve) the Seller shall will have executed and delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivthis Section 7.1(a) to (d) is satisfied in all respects; Table of Contents
(vif) the relevant parties shall Seller will have entered into side agreements the Escrow Agreement in the form attached as Exhibit A;
(g) the Seller will have entered into a transition services agreement with the Buyer, in a form reasonably acceptable to the Parties and substance on the general terms set forth on Exhibit B (the “Transition Services Agreement”);
(h) the Seller or one or more of its Affiliates will have entered into amendments on commercially reasonable terms related to the Long-Term Agreements, on the general terms set forth on Exhibit C;
(i) each of the Company and the Seller will have delivered a certificate of incumbency, dated as of the Closing Date, as to the officers and other personnel of the Company or the Seller, as applicable, executing this Agreement and any certificate, instrument or document to be delivered by such Party at the Closing;
(j) each of the Company and the Seller will have delivered a certified copy of corporate resolutions authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and certifying as to the true and correct versions of each such Party’s organizational documents;
(k) the Buyer and the Seller will have received approval of the transactions contemplated by this Agreement from the MN PUC and the FCC;
(l) the Company will deliver to the Buyer written resignations of all of the incumbent officers, directors or persons holding similar positions of the Company;
(m) the Seller will deliver one or more instruments transferring the Shares to Buyer;
(n) the Seller and the Company will have delivered each payoff letter or invoice related to the payment of the Closing Indebtedness and Transaction Expenses pursuant to Section 2.3(b), including, without limitation, the Payoff Letters;
(o) the Seller and the Company will have delivered the releases, consents, approvals and notices required to be obtained or made in connection with the transactions contemplated by this Agreement set forth in Exhibits B- 1 and B-2 attached hereto Schedule 7.1(o);
(p) the Seller and the same shall be Company will have delivered written evidence of the termination of each of the contracts, agreements and guaranties set forth on Schedule 5.11; Table of Contents
(q) the Seller will execute and deliver a certificate of non-foreign status satisfying the requirements of Treasury Regulation Section 1.1445-2(b); and
(r) the Seller will have delivered an estoppel certificate or other evidence of satisfaction of all amounts owning by the Company to the City of Savage under that certain Lease dated as of September 27, 1984 by and between the City of Savage and the Company. The Buyer may waive any condition specified in full force and effect;this Section 7.1 by providing a written waiver at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a3(a) and 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) each of the Seller Sellers shall have performed and complied with all of its his or her covenants hereunder in all material respects through the Closing;
(iii) Furash the Company shall have procured all of the material third party consents specified in 5(b) above.above including without limitation, consent of each of the Company's landlords and GACC with respect to each of the Store Leases (including those listed on 4(c) of the Disclosure Schedule), all of which shall be satisfactory to the Buyer;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would would
(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 the Buyer to own Furash the Company Shares and to control Furash, or the Company; or
(D) affect materially and adversely the right of Furash the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) each of the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) above is satisfied in all respects; ;
(vi) the relevant parties Parties and the Company shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in 3(a)(ii), 3(b)(ii), and 4(c) above;
(vii) the Buyer shall have received from counsel to the Sellers an opinion substantially in the form set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(viii) at least five (5) business days prior to the Closing, the Buyer shall have received the resignations, effective as of the Closing, of the Company's directors and the officers set forth on 7(a)(viii) of the Disclosure Schedule;
(ix) the Buyer shall have obtained on terms and conditions satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby and the Related Transactions;
(x) the closing of each of the Related Transactions shall have occurred, or each of the conditions for the closing of the Related Transactions concurrently with the Closing of the transactions contemplated by this Agreement shall have been satisfied or waived to the Buyer's satisfaction;
(xi) the Franchisee Litigation shall have been settled upon terms and dismissed with prejudice and on the merits pursuant to documents executed and satisfactory to the Buyer;
(xii) the Buyer's due diligence investigation of the Sellers and the Company shall have been completed to the Buyer's satisfaction;
(xiii) all actions to be taken by the Sellers 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 the Buyer;
(xiv) the capital stock of AFGG, Inc. shall have been transferred by the Company to Xxxxx or his designee pursuant to instruments satisfactory to the Buyer;
(xv) all voting trusts, proxies and other agreements or understandings with respect to the voting of the capital stock of the Company shall have been terminated before the Closing;
(xvi) the Sellers shall deliver to the Buyer stock certificates representing all of the issued and outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents;
(xvii) the Company and Xxxxx shall have entered into side agreements an agreement with the landlord under the Office Suite Lease, satisfactory to the Buyer, removing the Company as a party thereto, providing for the release of the Company from all past and future duties, obligations and liabilities thereunder, and providing for the Buyer's use of two offices without charge to the Buyer as mutually agreed therein for the lesser of a period of one year after the Closing Date or so long as Xxxxx or an Affiliate of Xxxxx is a tenant thereunder; and
(xviii) the Company and the Sellers shall deliver the stock book, stock ledger, minute book, and corporate seal of the Company. The Buyer may waive any condition specified in form and substance as this 7(a) if it executes a writing so stating at or prior to the Closing. Notwithstanding the foregoing, the Parties agree that the satisfaction of the conditions at the Closing set forth in Exhibits B- 1 7(a)(iii), (x), and B-2 attached hereto (xi), and the same Closing of the transactions contemplated by this Agreement are intended to occur simultaneously. Therefore, if all of the conditions set forth in this section 7(a) (other than those set forth in 7(a)(iii), (x) and (xi)) are satisfied at the Pre-Closing and remain satisfied through the Closing, then all conditions set forth in this 7(a) shall be deemed to have been satisfied when the conditions in full force 7(a)(iii), (x), and effect;(xi) have been satisfied.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:: Freestar Technologies, Inc., August 8, 2001 page 21
(i) the representations and warranties set forth in 53(a) and 4 inss.3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash the Seller and its Subsidiaries shall have procured all of the material third party consents specified in 5(binss.5(b) above.;
(iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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, or (C) affect adversely the right of the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets Acquired Assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)the former businesses of the Seller;
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivss.6(a)(i)-(iv) is satisfied in all respects; (vi) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto and the same shall be in full force and effect;and
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditionsconditions as of the Closing:
(ia) the representations and warranties set forth in 53(a) SECTION 3.1 and SECTION 4 above shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(ivc) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) affect adversely the right of the Buyer to own Furash the Company Shares and to control Furashthe Company and the Subsidiary, or (Div) affect materially and adversely the right of Furash the Company or the Subsidiary to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(vd) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSECTIONS 6.1(a)-(c) is are satisfied in all respects; ;
(vie) the Parties, the Company and the Subsidiary shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in SECTION 3.1(a), SECTION 3.2(b), and SECTION 4.3;
(f) the relevant parties shall have entered into side agreements the Short Term Notes, the Long Term Notes, and the Warrant Agreements and the same shall be in full force and effect;
(g) the relevant parties shall have entered into the Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT") in form and substance as set forth in Exhibits B- 1 and B-2 on EXHIBIT F attached hereto and the same shall be in full force and effect;
(h) the Sellers, MxXxxxxxx and Yxxx shall each have entered into a Lock-Up Agreement (collectively, the "LOCK-UP AGREEMENTS") with the Buyer covering the resale of each such holder of the Buyer Shares in form and substance as set forth in EXHIBIT G attached hereto and the same shall be in full force and effect;
Appears in 1 contract
Samples: Stock Purchase Agreement (Microtel International Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a(S) 3(a) and (S) 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) each of the Seller Sellers shall have performed and complied with all of its his or her covenants hereunder in all material respects through the Closing;
(iii) Furash the Company shall have procured all of the material third party consents specified in (S) 5(b) above.above including, without limitation, any required consent of the Company's landlords and sublandlords with respect to each of the Store Leases;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would would:
(A) prevent consummation of any of the transactions contemplated contem plated by this Agreement, ;
(B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ;
(C) affect adversely the right of the Buyer to own Furash the Company Shares and to control Furash, or the Company and each Subsidiary; or
(D) affect materially and adversely the right of Furash the Company and each Subsidiary to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) each of the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in (S) 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Parties and the Company shall have entered into side agreements received all other authorizations, consents, and approvals of governments and governmental agencies referred to in (S) 3(a)(ii), (S) 3(b)(ii), and (S) 4(c) above;
(vii) the Buyer shall have received from counsel to the Sellers an opinion substantially in the form set forth in Exhibit F attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(viii) at least five (5) business days prior to the Closing, the Buyer shall have received the resignations, effective as of the Closing, of each of the Company's and the Subsidiaries' respective directors and the officers set forth on (S)(S) 4(a) and (b) of the Disclosure Schedule;
(ix) the Buyer shall have obtained on terms and conditions satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby;
(x) the Buyer's due diligence investigation of the Sellers, the Company and each Subsidiary shall have been completed to the Buyer's satisfaction, and the results of such due diligence investigation shall be acceptable to the Buyer in its sole discretion;
(xi) the Parties and the Company's creditors shall have agreed with regard to the payment or assumption of the Company Debt or any of its components, and the release of encumbrances covering the assets and/or capital stock of the Company and/or the Subsidiaries;
(xii) all actions to be taken by the Sellers 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 as set forth to the Buyer;
(xiii) [intentionally blank];
(xiv) the Buyer shall have determined in Exhibits B- 1 and B-2 attached hereto its sole discretion that there is no unacceptable material conflict between the respective development areas of the Company, the Subsidiaries and the same Buyer;
(xv) all voting trusts, proxies and other agreements or understandings with respect to the voting of the capital stock of the Company shall have been terminated before the Closing;
(xvi) the conversion of the Preferred Shares to Common Shares, as described in (S)(S) 3(a)(v) and 4(b) above, shall have occurred, and before the Closing there shall be no issued or outstanding Preferred Shares;
(xvii) the Options shall have been cancelled, and all obligations of the Company thereunder shall have been forever terminated. The Buyer may waive any condition specified in full force and effect;this (S) 7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing;
(iii) Furash if applicable, the Parties, and each of the Companies, shall have procured received all authorizations, consents, and approvals of all governmental entities (including governmental agencies) referred to in Section 3(a)(i), Section 3(b)(ii), and Section 4(c) with jurisdiction over the material third party consents specified in 5(b) above.Companies;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and/or the Affiliate Equity except as reflected on Schedule 3(a)(i), and to control Furashthe Companies, or (D) affect materially and adversely the right of Furash any of the Companies to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Buyer shall have entered into side agreements received from counsel to the Sellers an opinion in form and substance as set forth in Exhibits B- 1 Exhibit "A" attached hereto, addressed to the Buyer, and B-2 dated as of the Closing Date;
(vii) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Companies other than those whom the Buyer shall have specified in writing at least five business days prior to the Closing;
(viii) the Buyer shall have obtained on terms and conditions reasonably satisfactory to it all third party lender financing it needs in order to: (1) consummate the transactions contemplated hereby and (2) adequately fund the working capital requirements of Target and Leasing after the Closing (the "Senior Financing");
(ix) the Buyer and Target shall enter into the lease amendments attached hereto as Exhibit "B", and the same shall employment agreements attached hereto as Exhibit "C," with the landlord(s) under said leases, and with Hxxxxxxxx, Hall and Kxxxxxx under said employment agreements;
(x) Yergo ·Shall have entered into the Consulting Agreement with Target and/or Leasing as attached hereto as Exhibit "D"; and
(xi) all actions to be taken by the Sellers in full force connection with consummation of the transactions contemplated hereby and effect;all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) 5.1.1 the representations and warranties set forth in 53(a) and 4 Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) 5.1.2 the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) 5.1.3 no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 consummationconsummation or, (C) affect adversely the right of the Buyer to own Furash Shares and to control Furashthe Acquired Assets, or (D) affect materially and adversely the right of Furash to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)the former businesses of the Seller;
(v) 5.1.4 the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) Section 5.1.1 through 5.1.3 is satisfied in all respects; (vi) ;
5.1.5 the relevant parties Buyer shall have entered into side agreements received from counsel to the Seller an opinion in form and substance as set forth in Exhibits B- 1 Exhibit C attached hereto, addressed to the Buyer, and B-2 attached hereto dated as of the Closing Date; and
5.1.6 all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the same shall transactions contemplated hereby will be reasonably satisfactory in full force form and effect;substance to the Buyer. The Buyer may waive any condition specified in this Section 5.1 if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(ass.3(a) and 4 ss.4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its his covenants hereunder in all material respects through the Closing;
(iii) Furash the Company shall have procured all of the material third party consents specified in 5(bss.5(b) above.;
(iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Company Shares and to control Furashthe Company, or (D) affect materially and adversely the right of Furash any of the Company and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivss.7(a)(i)-(iv) is satisfied in all respects; ;
(vi) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties, the Company, and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(a)(ii), ss.3(b)(ii), and ss.4(c) above;
(vii) the relevant parties shall have entered into side consulting and employment agreements in form and substance as set forth in Exhibits B- 1 and B-1 through B-2 attached hereto and the same shall be in full force and effect;
(viii) the relevant parties shall have entered into lease amendments, in form and substance satisfactory to Buyer, in connection with the real estate currently leased or owned by the Company;
(ix) the Buyer shall have received from counsel to the Seller an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company and its Subsidiaries other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing;
(xi) the Buyer shall have obtained on terms and conditions satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the Company and its Subsidiaries after the Closing;
(xii) the Buyer shall have obtained the approval of its Board of Directors and all its lenders to enter into the transactions contemplated herein;
(xiii) all actions to be taken by the Seller 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 satisfactory in form and substance to the Buyer;
(xiv) the Buyer shall have received from the Company, in form and substance satisfactory to Buyer; (i) a Power of Attorney in connection with the Company's Drug Enforcement Administration registration; (ii) evidence of the Company's application for registration with the Drug and Enforcement Administration in connection with this transaction; and (iii) any such drug distributor or wholesaler registration, license or other documentation required by the State of South Dakota; and
(xv) no event shall have occurred which would, or reasonably could, have Company Material Adverse Effect. The Buyer may waive any condition specified in this ss.7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (D & K Healthcare Resources Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions 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 53(a) and 4 Section 3 above shall be true and correct at and as of the Closing Date as though made on the Closing Date (A) except that all representations and warranties that are not qualified by materiality need only be true and correct in all material respects at and respects, (B) except that any representation or warranty that speaks as of a specific date need only be correct and complete as of that date and (C) except for any representation or warranty that is not true and correct because of the Closing Datefailure of Buyer to provide financing necessary to enable the Sellers to continue their activities in the ordinary course;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Sellers shall have procured all of the material third party consents specified in Section 5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, county, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementTransactions, (B) cause any of the transactions contemplated by this Agreement Transactions to be rescinded following consummation, or (C) adversely affect adversely in any material respect the right of the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets Acquired Assets and to operate its business the Business (and no such injunction, judgment, order, decree, ruling, or charge having the same consequences shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Sellers and the Buyer, as applicable, shall have entered into side received all authorizations, consents, and approvals of Governmental Authorities referred to in Sections 3(c), 3(j), 3(o) and 4(c) above, and none of such authorizations, consents, and approvals shall contain any terms, limitations, or conditions which the Buyer determines in good faith to be materially burdensome to the Buyer, or which restrict the Buyer from owning or operating the Acquired Assets or from conducting the Business in substantially the same manner as conducted on the date hereof;
(vii) Jxxxx Xxxxxxx, Jxxxxxx X. Xxxxxx, and Kxxx X. Xxxxx shall have executed employment and non-competition agreements in forms that are reasonably satisfactory to Buyer and such employees and V. X. Xxxxxxxx shall have executed an employment and/or consulting agreement in the form(s) reasonably satisfactory to Buyer and V. X. Xxxxxxxx and substantially all of the employees of the Sellers to whom Buyer has made offers of employment shall have accepted such offers of employment;
(viii) the Sellers shall have executed and delivered to the Buyer the bxxx of sale and assignment in the form agreed upon in accordance with Section 5(i);
(ix) the Sellers and the lessor(s) under the Leases shall have executed and delivered to the Buyer an Assignment, Assumption, Consent and Amendatory Agreement in substantially the form agreed upon in accordance with Section 5(i) hereof ;
(x) the Buyer shall have received fully executed amendments to the Assumed Contracts in form and substance reasonably satisfactory to Buyer;
(xi) all requisite notice periods, if any, under the WARN Act shall have expired;
(xii) the Buyer shall have received evidence that is reasonably satisfactory to the Buyer that, upon payment of any applicable cure amounts, no other amounts are currently due and payable under any Assumed Contract as set forth in Exhibits B- 1 of the Closing Date and B-2 attached hereto that such cure amounts are being paid out of the Purchase Price;
(xiii) this Agreement, all of the agreements, documents and instruments referred to herein and the same Transactions shall have been duly and validly authorized and approved by the Bankruptcy Court pursuant to the Approval Order, as of the Closing Date, such Approval Order shall be in full force and effect, and not stayed or revoked or, in any material respect, modified, vacated or amended; and the Approval Order shall become a final order or Buyer shall be satisfied in its sole discretion that proceeding with the Closing before the Approval Order becomes a final order will not subject the Buyer to any material risk.;
(xiv) nothing contained in any Chapter 11 plan filed, or confirmed, in the Bankruptcy Case nor the order of confirmation confirming any such Chapter 11 plan, nor any dismissal or conversion of the Bankruptcy Case shall conflict with this Agreement in such a manner as to preclude Buyer from receiving the material benefits of this Agreement; and
(xv) all actions to be taken by the Sellers in connection with consummation of the Transactions and all certificates, opinions, instruments, and other documents required to effect the Transactions will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 7(a) if it executes a written instrument so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a(S) 3(a) and (S) 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) each of the Seller Sellers shall have performed and complied with all of its his or her covenants hereunder in all material respects through the Closing;
(iii) Furash the Company shall have procured all of the material third party consents specified in (S) 5(b) above.above including, without limitation, any required consent of the Company's landlords and sublandlords with respect to each of the Store Leases;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would would:
(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 the Buyer to own Furash the Company Shares and to control Furash, or the Company and each Subsidiary; or
(D) affect materially and adversely the right of Furash the Company and each Subsidiary to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) each of the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in (S) 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Parties and the Company shall have entered into side agreements received all other authorizations, consents, and approvals of governments and governmental agencies referred to in (S) 3(a)(ii), (S) 3(b)(ii), and (S) 4(c) above;
(vii) the Buyer shall have received from counsel to the Sellers an opinion substantially in the form set forth in Exhibit F attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(viii) at least five (5) business days prior to the Closing, the Buyer shall have received the resignations, effective as of the Closing, of each of the Company's and the Subsidiaries' respective directors and the officers set forth on (S)(S) 4(a) and (b) of the Disclosure Schedule;
(ix) the Buyer shall have obtained on terms and conditions satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby;
(x) the Buyer's due diligence investigation of the Sellers, the Company and each Subsidiary shall have been completed to the Buyer's satisfaction, and the results of such due diligence investigation shall be acceptable to the Buyer in its sole discretion;
(xi) the Parties and the Company's creditors shall have agreed with regard to the payment or assumption of the Company Debt or any of its components, and the release of encumbrances covering the assets and/or capital stock of the Company and/or the Subsidiaries;
(xii) all actions to be taken by the Sellers 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 as set forth to the Buyer;
(xiii) [intentionally blank];
(xiv) the Buyer shall have determined in Exhibits B- 1 and B-2 attached hereto its sole discretion that there is no unacceptable material conflict between the respective development areas of the Company, the Subsidiaries and the same Buyer;
(xv) all voting trusts, proxies and other agreements or understandings with respect to the voting of the capital stock of the Company shall have been terminated before the Closing;
(xvi) the conversion of the Preferred Shares to Common Shares, as described in (S)(S) 3(a)(v) and 4(b) above, shall have occurred, and before the Closing there shall be no issued or outstanding Preferred Shares;
(xvii) the Options shall have been cancelled, and all obligations of the Company thereunder shall have been forever terminated. The Buyer may waive any condition specified in full force and effect;this (S) 7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) the The representations and warranties of the Seller set forth in 53(a) and 4 above Section 3 shall be true and correct in all respects (but where any such representation or warranty is not qualified by materiality or words of similar import, then in all material respects at respects) on and as of the Closing Date;
(iib) the The Seller shall have performed in all material respects all of its obligations and agreements and complied with all of its covenants hereunder in all material respects through prior to the Closing;
(iiic) Furash The Seller and each of the Companies shall have procured and delivered to the Buyer all of the material third party consents specified described in 5(b) above.Section 5.2;
(ivd) no No action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, localprovincial, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction or charge would (A1) prevent consummation of any of the transactions contemplated by this Agreement, (B2) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, consummation or (C3) materially affect adversely the right of the Buyer to own Furash own, operate or control any of the Shares and to control Furash, or (D) affect materially and adversely the right business or operations of Furash to own its assets and to operate its business any of the Companies (and no such injunction, judgment, order, decree, rulingstipulation, injunction or charge shall be in effect);
(ve) Since the date of this Agreement there will have been no (1) event which has had or could reasonably be expected to have a Material Adverse Effect or (2) casualty loss or damage to any material portion of the Purchased Assets or any of the assets of any Company (whether or not covered by insurance);
(f) The Seller shall have delivered to the Buyer a certificate (without qualification as to Knowledge or materiality or otherwise) to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 7.1(a)-(e) is satisfied in all respects; ;
(vig) the relevant parties The Seller shall have entered into side agreements delivered to the Buyer a certificate (without qualification as to Knowledge or materiality or otherwise) stating the amount of fees and expenses that the Companies have paid or incurred in form connection with the transactions contemplated by this Agreement, including but not limited to the expenses related to seeking approval of the Seller's shareholders and substance the fees and expenses of Raymond James & Associates, Inc., Miller Nash LLP, Davis & Company xxx Exxxx & Young LLP (such xxxx xxx expenxxx the "Companies' Transaction Fees");
(h) The Seller and the Companies shall not have lost the credit card processing services provided by USBank and USBank Merchant Services as of the date of this Agreement, unless the Seller shall have delivered to Buyer such evidence as is satisfactory to the Buyer that each of the Companies has procured other credit card processing services such as those that were previously provided by US Bank and US Bank Merchant Services;
(i) The Buyer shall have received the resignations, effective as of the Closing, of each director and officer of each of the Companies;
(j) The Buyer shall have received from Miller Nash LLP, United States counsel to the Seller, and Davis xxx Xomxxxx, Canadian counsel to the Seller, opinions with xxxpect to the matters set forth in Exhibits B- 1 Exhibit E attached hereto, addressed to the Buyer and B-2 attached hereto dated as of the Closing Date;
(k) The Seller shall have delivered to the Buyer (1) good standing certificates or certificates of existence for each of the Companies from the jurisdiction of its incorporation and from every jurisdiction listed in Section 3.2 of the same Disclosure Schedule in which the Companies are in good standing as a foreign corporation as of the date hereof, dated not earlier than 15 days prior to the Closing, (2) a copy of the certificate or articles of incorporation or other organizational documents for each of the Companies certified by the Secretary of State (or similar appropriate authority) of its state or jurisdiction of organization and (3) such other documents as the Buyer may reasonably request in connection with the transactions contemplated hereby;
(l) The Seller shall be deliver to Buyer Uniform Commercial Code lien searches and such other instruments dated no more than 15 days prior to the Closing Date showing financing statements, judgments, Taxes, Security Interests or other encumbrances outstanding against the Purchased Assets or any of the Companies or any of their assets as of the Closing Date;
(m) The Seller shall deliver to the Buyer clearance certificates or similar documents required by any applicable taxing authority in full force order to relieve Buyer of any obligation to withhold any portion of the Purchase Price;
(n) The Seller shall deliver to Buyer all of the minute books, stock ledgers and effect;similar corporate records of each of the Companies; and
Appears in 1 contract
Samples: Purchase Agreement (Sonus Corp)
Conditions to Obligation of the Buyer. The obligation of the Buyer BUYER 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 53(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) WHOODOO and the Seller SHAREHOLDERS shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets and to operate its business consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) WHOODOO and/or the SHAREHOLDERS have delivered to BUYER and/or HINES those documents or items required to be delivexxx.
(v) the Seller WHOODOO shall have delivered to the Buyer BUYER and HINES a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 7(b)(i)-(iv) is satisfied in all respects; and
(vi) all actions to be taken by WHOODOO and the relevant parties SHAREHOLDERS in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall have entered into side agreements be reasonably satisfactory in form and substance as set forth to the BUYER. The BUYER and HINES may waive any condition specified in Exhibits B- 1 and B-2 attached hereto and this Section 7(b) xx xxey each execute a writing so stating at or prior to the same shall be in full force and effect;Closing.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Whoodoo Com Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Target shall have procured all of the material third party consents specified in Section 5(b) above., and Buyer shall have procured all of the title insurance commitments, policies, and riders required by Buyer regarding the Real Property, all of which shall be satisfactory to Buyer in Buyer's sole discretion;
(iv) no action, suit, or proceeding shall be pending or threatened in writing before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target, or (D) affect materially and adversely the right of Furash any of the Target to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) Target shall not have issued any additional stock of any class or series, or have issued or outstanding any options or warrants of any stock or class or series, and shall not have declared any dividend in cash or property with respect to Target's stock, other than distributions of cash as contemplated in Section 2(b) hereof;
(vi) the Seller businesses of Target and NDE shall have been conducted in the ordinary course, and there shall have been no material adverse change in the business, operations, assets or financial condition of Target or NDE from March 31, 1997 to the Closing; Target, NDE or the Sellers shall promptly notify Buyer as soon as any of them learns of any such changes;
(vii) the Target shall have discharged all Financial Debt;
(viii) the aggregate cash on hand of the Target as of the Closing Date shall be equal to or greater than Five Hundred Thousand and no/100 Dollars ($500,000);
(ix) the Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 7(a)(i)-(viii) is satisfied in all respects; ;
(vix) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties and the Target shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above;
(xi) the relevant parties Buyer shall have entered into side agreements received from counsel to the Sellers an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(xii) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Target other than those whom the Buyer shall have specified in writing at least five business days prior to the Closing;
(xiii) [RESERVED]
(xiv) all actions to be taken by the Sellers 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 the Buyer and its counsel;
(xv) Buyer and KVYN shall have executed and delivered leases with regard to each of the parcels of Real Property owned by KVYN, in the form of the attached Exhibits B- 1 G-1, X-0, X-0, X-4 and B-2 G-5, and a sublease with regard to the parcel of Real Property located at 518 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx (xxe "Marks Facility"), in the form of the attached hereto Exhibit G-6. In connection with the sublease of the Marks Facility, KVYN shall have obtained and delivered to Buyer the same consent of Marks Co., Inc., the owners of the Marks Facility, to the assignment of the existing lease with regard to the Marks Facility from the Target to KVYN. In the event such consent cannot be obtained, Buyer shall be have the right to waive the requirement for such consent or to vacate the Marks Facility; and
(xvi) Buyer and Target each shall have entered into Sales Representation Agreements with Narexx Xxxociates, Inc. in full force the form attached as Exhibit C-1 and effect;Exhibit C-2, respectively. The Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash the Seller shall have, and shall have caused the Target to have, procured all of the material third party consents specified in Section 5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Seller's Target Shares and and, together with Rheochem, Inc., a New Jersey corporation, to control Furashthe Target, or (D) affect materially and adversely the right of Furash the Target to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the Seller shall have caused the termination with prejudice of that certain Shareholders' Agreement of Rheochem Manufacturing Company, Inc. dated August 27, 1985 by and among Concorde Industries, Inc., Rheochem, Inc. and Rheochem Manufacturing Co., Inc., said termination agreement to be in form and substance as set forth in Exhibit B attached hereto;
(vii) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 C-1 through C-4 attached hereto and the same shall be in full force and effect;
(viii) the Buyer shall have received from counsel to the Seller an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(ix) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Target other than those whom the Buyer shall have specified in writing at least five business days prior to the Closing;
(x) all actions to be taken by the Seller 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 satisfactory in form and substance to the Buyer; and
(xi) the relevant parties shall have entered into that certain Amended and Restated Service Agreement For Wastewater Use and that certain Amended and Restated Rail Sidinq Agreement in form and substance as set forth in Exhibits E and F, respectively, attached hereto and the same shall be in full force and effect.
(xii) on or before June 30, 1994, Buyer shall have obtained from Rheochem, Inc., a New Jersey corporation ("Rheochem"), such documents, written agreements and/or other assurances which resolve, to the reasonable satisfaction of Buyer, any and all outstanding business issues or other matters of concern (the "Business Issues") relating to the Target Corporation which presently exist between Buyer and Rheochem. If Buyer, in its sole and absolute discretion, determines that all such Business Issues have been resolved to the Buyer's satisfaction, then Buyer shall, on or before June 24, 1994 (the "Notice Date"), so notify Seller of the same and this condition precedent shall be satisfied. If Buyer, in its sole and absolute discretion, determines that all Business Issues have not been resolved to the Buyer's satisfaction, then Buyer shall, on or before the Notice Date, so notify Seller of the same and this condition precedent shall have failed and thereafter this Agreement shall terminate and be null and void and of no further force or effect, and neither Buyer or Seller shall have any further duties, liabilities or obligations to the other party hereunder. If Buyer fails to notify Seller on or before the Notice Date that either the Business Issues have been resolved or have not been resolved, Buyer shall be deemed to have notified the Seller on or before the Notice Date that said Business Issues have not been resolved and thereafter this Agreement shall terminate and be null and void and of no further force or effect, and neither Buyer or Seller shall have any further duties, liabilities or obligations to the other party hereunder. The Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 of the Seller contained in 53(aSections 3(a) and 4 above shall must be true and correct in all material respects at (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value, except with respect to (A) the Non-Operated Cotenancies, (B) the representations and warranties in Section 4(c)(ii) and (C) the representations and warranties in Section 4(d)(iii) with respect to latent defects, for which in each such case qualifications as to Knowledge shall be given effect) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date);
(ii) the Seller shall must have performed and complied with all of its covenants hereunder in all material respects with its covenants hereunder through the ClosingClosing (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value);
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) no action, suit, or proceeding shall there must not be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions transactions, contemplated by this Agreement to be rescinded following consummationAgreement;
(iv) the Seller must have obtained all material Governmental Authority and third party consents, (Cincluding any material consents specified in Sections 3(a)(ii), 3(a)(iii), and 4(b) affect adversely and including the right of the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)corresponding Schedules;
(v) the Seller shall must have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties FTC must have approved the transactions contemplated hereunder;
(vii) the Closing Date shall be no earlier than March 28, 2002;
(viii) The Buyer shall have entered into side agreements received financing for the transactions contemplated herein satisfactory to the Buyer;
(ix) the Board of Directors of the General Partner shall have received a fairness opinion acceptable to such Board (in form its sole discretion) from UBS Warburg LLC or any other financial advisor acceptable to such Board (in its sole discretion) with respect to the transactions contemplated herein;
(x) the transactions contemplated herein shall have been approved by at least a majority of the members of each of (1) of the Board of Directors of the General Partner, (2) the independent members of the Board of Directors of the General Partner and substance as set forth in Exhibits B- 1 and B-2 attached hereto and (3) the same shall be in full force and effectSpecial Committee of the Board of Directors of the General Partner responsible for reviewing such transactions;
Appears in 1 contract
Samples: Purchase, Sale and Merger Agreement (El Paso Energy Partners Lp)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) each of the representations and warranties set forth in 53(a) Sections 3.1 and 4 3.2 above that is qualified by materiality shall be true and correct at and as of the Closing Date, and each of the representations and warranties set forth in Sections 3.1 and 3.2 above that is not so qualified shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller Company and Shareholder shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iiic) Furash the Company and its Subsidiaries shall have procured all of the material third party consents specified in 5(b) Section 3.1 above.;
(ivd) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) affect adversely the right of the Buyer to own Furash Shares and to control Furashthe Company Shares, or (Div) affect materially and adversely the right of Furash any of the Company and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ve) the Seller Company Shares that are being purchased by the Buyer, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, nonassessable and free from rights of first refusal or other restrictions.
(f) the Company shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 6.1(a)-(e) is are satisfied in all respects; ;
(vig) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties, including the Company's Subsidiaries, shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3.1(b), Section 3.2(a), and Section 3.3(b) above;
(h) the relevant parties Buyer shall have entered into side agreements received from counsel to the Company an opinion in form and substance as set forth in Exhibits B- 1 Exhibit "B" attached hereto, addressed to the Buyer, and B-2 dated as of the Closing Date;
(i) the Buyer shall have obtained on terms and conditions satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby;
(j) the Company and Shareholder shall have entered into and delivered an Investors Rights Agreement substantially in the form attached hereto as Exhibit "C";
(k) the Company and the same Buyer shall have entered into and delivered the Distribution and License Agreement substantially in the form attached as Exhibit "D"; and
(l) all actions to be taken by the Company and Shareholder in full force connection with consummation of the transactions contemplated hereby and effect;all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6.1.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) and SECTION 4 above shall be true and correct in all material respects (except to the extent that any such representation or warranty is qualified by any materiality standard, in which case such representation and warranty shall be true and correct in all respects) at and as of the Closing Date;
(ii) the Seller Company shall have performed provided notices to third parties, and complied shall have procured any third party consents, that the Buyer reasonably requested in connection with all of its covenants hereunder the matters referred to in all material respects through the ClosingSECTION 4(c) above;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Shares and to control Furashthe Company and its Subsidiaries, or (D) affect materially and adversely the right of Furash any of the Company or its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(viv) the Seller shall have delivered to Buyer, the Buyer a certificate to Company, and the effect that each of the conditions specified above in 7(a)(i)-(iv) is satisfied in all respects; (vi) the relevant other parties thereto shall have entered into side agreements a Stockholders' Agreement in the form and substance as set forth in Exhibits B- 1 and B-2 of EXHIBIT C attached hereto and the same shall be in full force and effect;
(v) the Buyer, the Company, and the other parties thereto shall have entered into a Registration Agreement in the form of EXHIBIT D attached hereto and the same shall be in full force and effect;
(vi) the Parties shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in SECTION 3(b), and SECTION 4(c) above;
(vii) the Company shall have furnished the Buyer with the following certificates:
(A) certificates, executed by the proper official of each jurisdiction, as to the Good Standing and qualification to do business of the Company and its Subsidiaries in each jurisdiction where the Company or its Subsidiaries is currently qualified to do business;
(B) a certificate from the Secretary of the Company confirming the existence, incorporation and Good Standing of the Company on the Closing Date, and attaching copies of its Organizational Documents, and resolutions authorizing the execution, delivery and performance of this Agreement and all other documents and the taking of all action required thereunder or in connection therewith on behalf of the Company and its Subsidiaries;
(viii) the Buyer shall have received from Xxxxx & Xxxxxxx an opinion in form and substance as set forth in EXHIBIT B attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(ix) the Buyer shall have received the written resignations, effective as of the Closing, of each director of each of the Company's Subsidiaries (other than NCI Foods, LLC and W.S.C. Water Management Corp., and the two directors of Northland Cranberries Sales Corp. who reside in the U.S. Virgin Islands) and of each director, other than Xxxx Xxxxxxxxxxx, of the Company;
(x) the Company shall have taken such action so that: (i) Xxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx shall be been appointed to the Board of Directors of the Company, (ii) Xxxx X. Xxxxx and Xxxxxx X. Xxxxxx shall each have been appointed Vice-Chairmen of the Board, (iii) Xxxx X. Xxxxx and Xxxxxx X. Xxxxxx shall have been appointed as the sole members of the Board of Directors of each of the Company's Subsidiaries (other than NCI Foods, LLC, W.S.C. Water Management Corp. and Northland Cranberries Sales Corp.) and (iv) Xxxx X. Xxxxx, Xxxxxx X. Xxxxxx, and Xxxxxxxx X. Xxxxx shall have been appointed to the Board of Directors of Northland Cranberries Sales Corp., all in accordance with any applicable Organizational Documents and in compliance with all applicable laws;
(xi) all actions to be taken by the Company 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 the Buyer;
(xii) the Company shall have obtained, in preparation for Closing, at the Company's own cost and expense, and shall have delivered to the Buyer, a commitment for an ALTA Owners Policy of Title Insurance, Form B-1970 (or other form of policy reasonably acceptable to the Buyer), for each parcel of Owned Real Property identified in Section 4(l)(i) of the Disclosure Schedule (the "TITLE COMMITMENTS"), issued by a title insurer satisfactory to the Buyer (the "TITLE INSURER"), in such amount as the Buyer and the Company reasonably determine to be the fair market value (including all improvements thereon), insuring the Buyer's interest in such parcel as of Closing, subject only to the Permitted Encumbrances and standard title insurance exceptions and requirements, which will be removed or satisfied on or before the Closing except as the same relate to matters appearing in title to the Bog Properties that require a survey for removal. The Company shall deliver at the time of delivery of the Title Commitments, copies of all documents of record referred to therein. The Company will provide the Buyer with title insurance policies ("TITLE POLICIES") on or before the Closing, from the Title Insurer based upon the Title Commitments. The Company will deliver to the Title Insurer all affidavits, undertakings and other title clearance documents reasonably necessary to issue the Title Policies and endorsements thereto. Each such Title Policy will be dated as of the date of closing and (a) insure title to the applicable parcels of real estate and all recorded easements benefitting such parcels, subject only to Permitted Encumbrances, (b) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies, excepting survey matters with respect to the Bog Properties, (c) with respect to the Facility Properties, contain an ALTA Zoning Endorsement 3.1, with parking (or equivalent) to the extent available in the jurisdiction in which the property is located, (d) with respect to the Facility Properties, contain an endorsement insuring that the parcel described in such Title Policy is the parcel shown on the survey delivered with respect to such parcel and a survey accuracy endorsement, (e) contain an endorsement insuring that each street adjacent to such parcel is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from such parcel, (f) with respect to the Facility Properties, if the real estate covered by such policy consists of more than one record parcel, contain a "contiguity" endorsement insuring that all of the record parcels are contiguous to one another, (g) contain a non-imputation endorsement, (h) contain a tax number endorsement and (i) contain such other endorsements as the Buyer and the Buyer's lender, if any, may reasonably request.
(xiii) The Company has procured, at its own cost and expense, in preparation for the Closing, and shall have delivered to the Buyer, current surveys or existing surveys accompanied with Affidavits of no change of each parcel of the Owned Real Property identified in Section 4(l)(i) of the Disclosure Schedule constituting a Facility Property, prepared by a licensed surveyor, satisfactory to the Buyer, and conforming to 1999 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys, and such standards as the Title Insurer may require as a condition to the removal of any survey exceptions from the Title Policy, and certified to the Buyer, the Buyer's lender and the Title Insurer.
(xiv) the Company and its Subsidiaries shall have obtained and delivered to the Buyer an estoppel certificate with respect to each of the Leases, dated no more than 30 days prior to the Closing Date, from the other party to such Lease, in form and substance satisfactory to the Buyer;
(xv) no damage, destruction, infestation or other change or casualty has occurred with respect to any of the Real Property or any portion thereof that, individually or in the aggregate, would have a material adverse effect on the use or occupancy of the Real Property or the operation of the business of the Company and its Subsidiaries;
(xvi) the Company shall have effected a one for four (1:4) reverse stock split of its Class A Common Stock and Class B Common Stock;
(xvii) each holder of Class B Common Stock shall have converted all of his, her or its shares of Class B Common Stock into Class A Common Stock, such that immediately following the Closing there are no issued or outstanding shares of Class B Common Stock;
(xviii) the Company shall have entered into written agreements with the vendors, suppliers or other creditors set forth on EXHIBIT E attached hereto, which agreements shall be in form and substance satisfactory to the Buyer in its sole discretion;
(xix) the Company's Board of Directors and / or Special Committee thereof shall have received a fairness opinion from Rabobank International; 30
(xx) the Company and the Buyer (or its Affiliate) shall have executed a management services agreement in form and substance satisfactory to the Buyer in its sole discretion;
(xxi) since August 31, 2001, no change, occurrence or development with respect to the Company or its Subsidiaries that was not disclosed in the SEC Documents filed prior to the date of this Agreement or in the Disclosure Schedule shall have occurred or become known to the Buyer that has had or could reasonably be expected to have a material adverse effect on the Company's or any of its Subsidiaries' business, properties, assets, results, operations, or conditions (financial or other), either alone or in the aggregate.
(xxii) the Management Agreement shall have been terminated;
(xxiii) the Severance and Stay Bonus Plan shall have been terminated;
(xxiv) the Buyer shall have received delivery of certificates for the Shares as set forth hereunder;
(xxv) the Company shall have obtained on terms and conditions satisfactory to the Buyer all of the financing it needs in order to consummate the transactions contemplated hereby and, together with the Cash Purchase Price, fund the working capital requirements of the Company and its Subsidiaries after the Closing;
(xxvi) the results of the Buyer's conversations with the Company's customers shall be satisfactory to the Buyer in the Buyer's sole discretion;
(xxvii) the Company's Bylaws shall have been amended in form and substance satisfactory to the Buyer in its sole discretion;
(xxviii) the Company shall have taken such action so that Xxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxxxxxx, M. Xxxxxx Xxxx, Xxxxxxxx X. Xxxxx and C. Xxxxx Xxxxx shall have been appointed officers of the Company;
(xxix) the Company shall deliver to the Buyer Phase I reports for the Facility Properties satisfactory to the Buyer in the Buyer's sole discretion; and
(xxx) the Company and the other parties to the Assignment, Assumption and Release Agreements shall have executed the Assignment, Assumption and Release Agreements in form and substance satisfactory to the Buyer in its sole discretion. The Buyer may waive any condition specified in this SECTION 5(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sun Capital Partners Ii Lp)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) 6.1.1 the representations and warranties set forth in 53(a) Section 3.1 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) 6.1.2 the Seller shall have performed and complied with all of its his covenants hereunder in all material respects through the Closing;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) 6.1.3 no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) affect adversely the right of the Buyer to own Furash the Subject Shares and to control Furashthe Company, or (Div) affect materially and adversely the right of Furash the Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) 6.1.4 the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) Section 6.1.1 through 6.1.3 is satisfied in all respects; (vi) ;
6.1.5 the relevant parties Company shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3.1.2, Section 3.2.3, and Section 4.3 above;
6.1.6 the Seller shall have delivered or caused to be delivered to the Buyer stock certificates representing the Subject Shares, endorsed in blank or accompanied by duly executed assignment documents;
6.1.7 the Seller shall have entered into side agreements the Subscription and Registration Rights Agreement & Stockholder's Certificate with the Buyer substantially in the form and substance as set forth in Exhibits B- 1 and B-2 Exhibit A attached hereto and the same shall be in full force and effect;
6.1.8 Seller shall have entered into an Employment Agreement with the Buyer substantially in the form set forth in Exhibit C attached hereto and the same shall be in full force and effect;
6.1.9 the Buyer shall have received from counsel to the Seller an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to the Buyer, and dated as of the Closing Date;
6.1.10 the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company other than those whom the Buyer shall have specified in writing prior to the Closing;
6.1.11 the Buyer shall have received all corporate books and records of the Company; and
6.1.12 all actions to be taken by the Seller 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 satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer ------------------------------------- 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 53(a) and 4 (S)3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller and the Stockholders shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Seller and the Stockholders shall have procured all of the material third party consents specified in 5(b(S)5(b) above (including, without limitation, the consents described in (S)5(b) with respect to all Government Contracts and Bids and Proposals to which the Seller is a party as of the Closing, except for the proposed novation of all such Government Contracts as soon as practicable following the Closing as described in (S)5(b) and (S)6(c) above.);
(iv) no action, suit, or proceeding shall be pending or, to the Seller's Knowledge, threatened against any of the Seller or the Stockholders before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would could (A) reasonably prevent consummation of any of the transactions contemplated by this Agreement, (B) reasonably cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially affect adversely the right of the Buyer to own Furash Shares and to control Furash, the Acquired Assets or (D) affect materially and adversely the right of Furash to own its assets and to operate its business the former businesses of the Seller (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller and the Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv(S)7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the Buyer shall have received from the Seller (i) a certificate of payment/good standing from the Massachusetts Commissioner of Revenue as provided M.G.L. Chapter 62C, (S)44(a), and a waiver of tax lien issued by the Massachusetts Commissioner of Revenue pursuant to M.G.L. Chapter 62C, (S)(S)51 and 52, or (ii) such other evidence of the payment of Massachusetts taxes by the Seller as shall be satisfactory to the Buyer;
(vii) the relevant parties other than the Buyer shall have entered into side (i) the Escrow Agreement in the form of Exhibit A hereto and (ii) the lease agreements in form and substance as set forth in the forms of Exhibits B- 1 and B-2 attached hereto G-1 through G-3 hereto, and the same shall be in full force and effect;
(viii) each of the Stockholders shall have entered into a Consulting and Non- Competition Agreement with the Buyer in the form of Exhibit H hereto, and the same shall be in full force and effect;
(ix) the Buyer shall have received from counsel to the Seller and the Stockholders an opinion in the form of Exhibit I hereto dated as of the Closing Date;
(x) those key employees of the Seller who are identified in a letter of even date herewith from the Buyer to the Seller shall have agreed to become employed by the Buyer on the Closing Date on terms not less favorable to such employees as are currently being provided by the Seller;
(xi) the Buyer shall be reasonably satisfied based upon personal interviews under the Seller's Major Customers and Distributors (as described in (S)3(dd) hereof) that such Major Customers and Distributors intend to continue their current level of business with the Buyer after the Closing;
(xii) the Buyer shall have been able to procure product liability insurance coverage on terms satisfactory to the Buyer with respect to the products of the Seller;
(xiii) the Buyer's bank lender shall have consented to the transactions contemplated by this Agreement;
(xiv) the Seller shall have delivered to the Buyer the Articles of Amendment to the Seller's Articles of Organization described in (S)2(e) hereof; and
(xv) all actions to be taken by the Seller and the Stockholders 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 the Buyer. The Buyer may waive any condition specified in this (S)7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the The representations and warranties set forth in 53(a) Section and 4 Section above shall be true and correct in all material respects at and as of the Closing DateDate and there shall not have occurred any Material Adverse Effect;
(ii) The Shareholders and the Seller Company shall have performed and complied with all of its his covenants hereunder in all material respects through the Closing;
(iii) Furash The Company shall have procured all of the material third party consents specified in 5(b) Section above.;
(iv) no No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction jurisdiction, or before any arbitrator arbitrator, wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller The Shareholders shall have delivered to the Buyer a certificate certificate, to the effect that each of the conditions specified above in 7(a)(i)-(iv) Section through is satisfied in all respects; ;
(vi) the relevant parties The Parties shall have entered into side agreements received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section and Section above;
(vii) The Buyer shall have received from counsel to the Shareholders an opinion in form and substance as set forth in Exhibits B- 1 Exhibit E attached hereto, addressed to the Buyer and B-2 attached hereto and dated as of the same shall be in full force and effectClosing Date;
(viii) Robexx Xxxxx, Xxevx Xxxxx xxx Blayxx Xxxxxx xxxll have entered into the Employment Agreements;
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a3(a) and 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its his covenants hereunder in all material respects through the Closing;
(iii) Furash the Company shall have procured all of the material third party consents specified in 5(b) above., including without limitation, the consent of Company's landlords with respect to each of the Store Leases, and GACC, and the Store Leases (including those listed on Schedule 4(k)(ii)), agreements and other rights to use and occupy real property shall be satisfactory to the Buyer, including, without limitations, the Store located at Victoria Mall;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would would
(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 the Buyer to own Furash the Company Shares and to control Furash, or the Company ; or
(D) affect materially and adversely the right of Furash the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) above is satisfied in all respects; ;
(vi) the relevant parties Parties and the Company shall have entered into side agreements received all authorizations, consents, and approvals of governments and governmental agencies referred to in 3(a)(ii), 3(b)(iii), and 4(c) above;
(vii) the Buyer shall have received from counsel to the Seller an opinion in form and substance as set forth in Exhibits B- 1 Exhibit D attached hereto, addressed to the Buyer, and B-2 attached hereto dated as of the Closing Date;
(viii) at least five (5) business days prior to the Closing, the Buyer shall have received the resignations, effective as of the Closing, of the Company's officers and directors;
(ix) the Buyer shall have obtained on terms and conditions satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby and the same Related Transactions;
(x) the closing of each of the Related Transactions shall have occurred, or each of the conditions for the closing of the Related Transactions concurrently with the Closing of the transactions contemplated by this Agreement, shall have been satisfied or waived to the Buyer's satisfaction;
(xi) the Franchisee Litigation shall have been settled on terms and pursuant to documents satisfactory to the Buyer and the Seller;
(xii) the Buyer's due diligence investigation of the Seller and the Company shall have been completed to the Buyer's satisfaction;
(xiii) the Seller shall deliver to the Buyer stock certificates representing all of the issued and outstanding Company shares, endorsed in blank or accompanied by duly executed assignment instruments;
(xiv) all voting trusts, proxies and other agreements or understandings with respect to the voting of capital stock of the Company shall have been terminated before the Closing;
(xv) the Company and the Seller shall deliver the stock book, stock ledger, minute book, and corporate seal of the Company; and
(xvi) all actions to be taken by the Seller in full force connection with consummation of the transactions contemplated hereby and effect;all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this 7(a) if he executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing DateDate (except for representations and warranties that expressly speak only as of a specific date which need only be true and correct as of such date) except for such failures of representations and warranties to be true and correct (without giving effect to any materiality qualification or standard contained in any such representations and warranties) which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Affect;
(ii) the Seller Entities shall have performed and complied with all of its covenants hereunder in all material respects through with all of the covenants of the Seller Entities hereunder that are required to be performed or complied with prior to the Closing;
(iii) Furash the Seller Entities shall have procured all delivered to the Buyer a certificate to the effect that each of the material third party consents conditions specified above in 5(bSections 6(a)(i) above.and (ii) is satisfied in all respects;
(iv) no action, suit, or proceeding (other than any action, suit or proceeding to which Section 5(b) refers or relates, or any Shared Claim) shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent or materially delay 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) materially and adversely affect adversely the right of the Buyer to own Furash the Company Shares and to control Furashthe Company, or (D) affect materially and adversely affect the right of Furash the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Parties and the Company shall have received all of the authorizations, consents, and approvals of third parties as set forth in Exhibit D (collectively, the “Requisite Consents”); provided, however, that the foregoing condition to the obligation of the Buyer shall not apply to any failure to obtain any such authorization, consent or approval that arises from the Buyer’s breach of any representation, warranty or covenant hereunder or the Buyer’s withdrawal of its application for any such authorization, consent or approval;
(vi) the Seller shall have delivered to the Buyer on or before the Closing Date a certificate non-foreign person affidavit as required by Section 1445 of the Code;
(vii) the Buyer will have received (A) UCC, judgment lien and tax lien searches with respect to the effect that each Company, the results of which indicate no liens on the assets of the conditions specified above Company other than those acceptable to the Buyer in 7(a)(i)-(ivits reasonable discretion, and (B) is satisfied in all respects; evidence that the Security Agreement and the Bank Guarantee have been terminated;
(viviii) the relevant Buyer shall have received the current updated corporate record book, including without limitation, bylaws, stock transfer ledger, minutes, resolutions, consents, and all other corporate documents of the Company;
(ix) the Construction Management Agreement shall have been terminated on terms mutually agreeable by the Buyer and the Seller, and the parties shall have entered into side agreements executed mutual releases in connection with such termination; and
(x) all actions to be taken by the Seller Entities in connection with the 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 as set forth to the Buyer. The Buyer may waive any condition specified in Exhibits B- 1 this Section 6(a) if it executes and B-2 attached hereto and delivers a writing so stating at or prior to the same shall be in full force and effect;Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:: 35
(i) the representations and warranties set forth in 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Sellers, the Company and its Subsidiaries shall have procured all of the material third party consents specified in Section 5(b) above.above to be procured by them, including but not limited to obtaining the appropriate waivers of change in control provisions from landlords of real property leased by the Company in Chemnitz and Gemering, Germany;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction Governmental Body or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Company Shares and to control Furashthe Company and its Subsidiaries, or (D) affect materially and adversely the right of Furash any of the Company and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Parties, the Company, and its Subsidiaries shall have received all authorizations, consents, and approvals of Governmental Bodies referred to in Section 3(a)(ii)-(iii), Section 3(b)(ii)-(iii), and Section 4(d) above;
(vii) each of Werner Dreesbach and Chrisxxxx Xxxxxxx xxxll xxxx xxxx xxxminated their respective employment agreements with the Company, without liability of the Company or the Buyer, and shall have entered into side agreements in form a written employment agreement with the Company on terms and substance as set forth in Exhibits B- 1 conditions consistent with this Agreement and B-2 attached hereto mutually satisfactory to the Parties (each, an "Employment Agreement") and the same shall be in full force and effect;
(viii) substantially all of the twenty (20) top key employees of the Company (as mutually determined by the Parties prior to the Closing) shall have entered into employment arrangements, satisfactory to the Buyer, on terms and conditions substantially the same as those terms, conditions, and compensation currently enjoyed by such key employees;
(ix) each of the Individual Sellers shall have initially pledged sixty-five percent (65%) of the Buyer Common Stock issued to such Seller at the Closing to secure his or her indemnification obligations under Section 8 pursuant to a separate agreement (the "Lock-Up and Pledge Agreement") with the Buyer in form and substance as set forth in Exhibit C, and the same shall be in full force and effect;
(x) Sellers shall have duly signed the Notarial Deed;
(xi) the Buyer shall have completed its due diligence investigation, the results of which 36 shall be reasonably satisfactory to the Buyer and which investigation shall not have disclosed any material adverse event, condition or facts with respect to the Company, its business, assets, financial condition or prospects not already fully reflected in the Financial Statements and the Disclosure Schedule;
(xii) the Buyer's independent accountants shall have advised the Buyer regarding the accounting treatment of the transactions contemplated by this Agreement, which shall be satisfactory to the Buyer in its discretion;
(xiii) the Buyer shall have received an affirmative fairness opinion from Wessels, Arnold & Henderson rxxxxxxxxx xxxxxfacxxxx xx xhe Buyer and its Board of Directors;
(xiv) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company and its Subsidiaries other than those whom the Buyer shall have specified in writing to Sellers at least ten (10) business days prior to the Closing Date;
(xv) the Buyer's Board of Directors shall have formally approved and authorized the Closing of the transactions contemplated by this Agreement;
(xvi) the Buyer shall have received opinions from German, United Kingdom and United States counsel to the Sellers, in form and substance reasonably satisfactory to Buyer, addressed to the Buyer, and dated as of the Closing Date;
(xvii) the Buyer shall have received the Converted Financial Statements at least ten days prior to the Closing Date;
(xviii) the Buyer shall have received from Sellers, no later than 5:00 p.m. (Phoenix, Arizona time) on November 19, 1996, the Commitment Schedule.
(xix) no material adverse change in the business, financial condition or prospects of the Company and the Subsidiaries, taken as a whole, shall have occurred from September 30, 1996 through the Closing Date; and
(xx) all actions to be taken by the Sellers 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 the Buyer. The Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its pre-Closing covenants hereunder in all material respects through the Closingrespects;
(iii) Furash CGIM shall have procured obtained all of the material third party consents specified in Section 5(b) above.;
(iv) no action, suit, or proceeding shall be pending or, to the Seller's Knowledge, threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the CGIM Shares and to control FurashCGIM, or (D) affect materially and adversely the right of Furash CGIM to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 7(a)(i)-(iv) is has been satisfied in all respects; ;
(vi) the relevant parties Parties and CGIM shall have received all other necessary authorizations, consents, and approvals of governments and governmental agencies, including those referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above;
(vii) Capital Senior Living Acquisition, LLC, a Delaware limited liability company that is an Affiliate of the Buyer ("Capital Acquisition"), and the owner of each Owned Property shall have entered into side agreements a Right of First Refusal Agreement in form and substance substantially as set forth in Exhibits B- 1 and B-2 Exhibit 7(a)(vii) attached hereto (collectively, the "Right of First Refusal Agreements") and the same shall be in full force and effecteffect upon consummation of the Closing;
(viii) Capital Acquisition and the owner of each Owned Property shall have entered into an Option to Purchase in the form as set forth in Exhibit 7(a)(viii) attached hereto (collectively, the "Options to Purchase") and the same shall be in full force and effect upon consummation of the Closing;
(ix) the owner of each Owned Property and CGIM shall have entered into a new Owned Property Management Agreement with respect to such Owned Property in the form as set forth in Exhibit 7(a)(ix) attached hereto (collectively, the "New Owned Property Management Agreements") and the same shall be in full force and effect upon consummation of the Closing;
(x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of CGIM other than those whom the Buyer shall have specified in writing at least five business days prior to the Closing; and
(xi) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Capital Senior Living Corp)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a(S)3(a) and 4 (S)4 above shall be true true, correct and correct complete in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash Antrum and the Sellers shall have procured all of the material third party consents specified in 5(b(S)5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, provincial, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Antrum Shares and to control FurashAntrum, or (D) affect materially and adversely the right of Furash Antrum to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv(S)7(a)(i)-(iv) is satisfied in all respects; (;
vi) the relevant parties Xxxxxxx XxXxxxxx shall have entered into side agreements executed and delivered the employment and noncompetition agreement in form and substance as set forth in Exhibits B- 1 and B-2 on Exhibit B attached hereto and the same shall be in full force and effecteffect (the "Employment Agreement");
vii) the Board of Directors and shareholders of Buyer shall have approved and authorized the execution, delivery and performance of this Agreement and the other agreements, instruments and documents contemplated hereby;
Appears in 1 contract
Samples: Stock Purchase Agreement (JPM Co)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) and 4 Article 3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, including but not limited to those set forth in Articles 2 and 5 above;
(iii) Furash the Seller and its Subsidiaries shall have procured all of the material third party consents specified in 5(b) Section 5.2 above., and the Buyer shall have approved of all of the matters reflected thereby;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash Shares the Acquired Assets, to operate the Business , and to control Furashthe Seller's Subsidiaries, or (D) affect materially and adversely the right of Furash any of the Seller's Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 6.1(i)-(iv) is satisfied in all respects; ;
(vi) the Seller, its Subsidiaries, and the Buyer shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Articles 3 and 4 above;
(vii) the relevant parties Persons shall have entered into side into, executed and delivered the Noncompetition Agreements, Employment Agreements, Releases and the other agreements referred to in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto Article 2 above, and the same shall be in full force and effect;
(viii) the Buyer shall have received from counsel to the Seller an opinion in form and substance as set forth in Exhibit G attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(ix) the Buyer shall have received copies, certified by the duly qualified and acting Secretary or Assistant Secretary of the Seller, of resolutions adopted by the board of directors of the Seller and the shareholders of the Seller approving this Agreement and the consummation of the transactions contemplated hereby.
(x) SanTi shall have entered into a Shareholders Agreement with the Seller or the Seller's assignee who will be the registered owner of the SanTi Stock, which Shareholders Agreement contains terms and conditions satisfactory to SanTi;
(xi) the Buyer (which shall promptly apply for the transfer of the permits and licenses described below) shall have received documentation satisfactory to the Buyer effecting the transfer to the Buyer of any and all permits and licenses used by the Seller or its Subsidiaries in the operation of the Business and the businesses of the Subsidiaries; provided, however, that if the Seller does not effect such transfer to the Buyer at the Closing, the Seller shall effect such transfer to the Buyer within 120 days after the Closing, and at the Closing, the Seller shall execute and deliver to the Buyer documentation necessary or appropriate in the opinion of the Buyer to cause the Buyer to be the sole beneficiary of all rights under such permits and licenses during said 120 day period, subject to the Buyer's promptly making the required applications;
(xii) the Seller shall have delivered to the Buyer documentation satisfactory to the Buyer effecting a binder in favor of the Buyer of the insurance coverage of the Seller described in Section 3.2.16 hereof, to be effective for at least thirty (30) days, commencing at the time of the Closing;
(xiii) the Seller shall have delivered to the Buyer documentation satisfactory to the Buyer effecting a transfer to the buyer of all of the capital stock of Nutrecon; and
(xiv) all actions to be taken by the Seller 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 satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) 7.1.1 the Buyer shall have obtained, on terms and conditions satisfactory to Buyer, the necessary financing required to both consummate the transactions contemplated hereby and fund the working capital requirements of Telecom after the Closing;
7.1.2 the Seller and Telecom shall have entered into a commercial lease for the premises located at 285 and 000 Xxxxxxxxxx Xxxxx in the city of Wauconda, Lake County, Illinois, on terms and conditions satisfactory to the Parties;
7.1.3 the Seller shall have filed releases in connection with all liens as set forth in Section 4.5 of the Disclosure Schedule and the terms and conditions of the termination of the liens shall be satisfactory to Buyer;
7.1.4 the representations and warranties set forth in 53(a) Section 3.1 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) 7.1.5 the Seller shall have performed and complied with all of its his covenants hereunder in all material respects through the Closing;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) 7.1.6 no Material action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) Materially and adversely affect adversely the right of the Buyer to own Furash the Subject Shares and to control FurashTelecom, or (Div) affect materially Materially and adversely affect the right of Furash Telecom to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) 7.1.7 the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) Section 7.1.4 -- 7.1.6 is satisfied in all Material respects; ;
7.1.8 As of the date immediately preceding the Closing, the Most Recent Financial Statement will not reflect an outstanding (vii) note receivable in the relevant parties amount greater than U.S.$250,000 from Seller and (ii) any accounts payable for "Barter Transactions," as the term is set forth in the Most Recent Financial Statement.
7.1.9 the Seller shall have delivered or caused to be delivered to the Buyer stock certificates representing the Subject Shares, endorsed in blank or accompanied by duly executed assignment documents;
7.1.10 Each of the Seller, Xxxxxxxx, Xxxxx and Xxx shall have entered into side agreements the Subscription and Registration Rights Agreement & Stockholder's Certificate with the Buyer substantially in the form and substance as set forth in Exhibits B- 1 Exhibit A and B-2 Exhibit A.1 attached hereto, and on terms and conditions satisfactory to the Parties, and the same shall be in full force and effect;
7.1.11 the Seller shall have entered into an Employment Agreement with the Buyer substantially in the form set forth in Exhibit C attached hereto and the same shall be in full force and effect;
7.1.12 the Buyer shall have received from counsel to the Seller an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to the Buyer, and dated as of the Closing Date;
7.1.13 the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of Telecom other than those whom the Buyer shall have specified in writing prior to the Closing;
7.1.14 the Buyer shall have received all corporate books and records of Telecom; and
7.1.15 all actions to be taken by the Seller 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 the Buyer. The Buyer may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) and 4 ss.3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the each Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash each Seller shall have procured all of the material third party consents specified in 5(bss.5(b) above., all of the title insurance commitments, policies, and riders specified in ss.5(h) above, and all of the surveys specified in ss.5(i) above;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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, consummation or (C) affect adversely the right of the Buyer to own Furash Shares and to control Furashthe Acquired Assets, or (D) affect materially and adversely the right of Furash to own its assets and to operate its business the former businesses of the Sellers (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the each Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivss.6(a)(i)-(iv) is satisfied in all respects; ;
(vi) all applicable waiting periods (and any extensions thereof) under the relevant parties Hart-Xxxxx-Xxxxxx Xxx shall have entered into side agreements expired or otherwise been terminated and the Sellers and the Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(c) and ss.4(c) above;
(vii) the Buyer shall have received from counsel to the Sellers an opinion in form and substance as set forth in Exhibits B- 1 Exhibit G attached hereto, addressed to the Buyer, and B-2 attached hereto dated as of the Closing Date;
(viii) all actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the same shall transactions contemplated hereby will be reasonably satisfactory in full force form and effect;substance to the Buyer.
(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Source Information Management Co)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in 53(a) Section 3.1 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller Company and the Sellers shall have performed and complied with all of its their respective covenants hereunder under this Agreement in all material respects respects, including without limitation, all covenants relating to the Xxxxxx Acquisition, through the Closing;
(iiic) Furash the Sellers shall have delivered to the Buyer an Officer's Certificate to the effect that each of the conditions specified above in Section 7.1(a) and (b) is satisfied in all respects;
(d) the Company shall have procured all any consents necessary for the consummation of the material third party consents specified in 5(b) above.transactions set forth herein;
(ive) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Company Shares and to control Furashthe Company, or (D) affect materially and adversely the right of Furash the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(vf) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Parties, the Company shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in Section 4.6 above;
(g) the Seller Buyer shall have delivered received the resignation(s) of all of the directors of the Company;
(h) the Buyer shall have received from counsel to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) is satisfied in all respects; (vi) the relevant parties shall have entered into side agreements Sellers an opinion in form and substance as set forth in Exhibits B- 1 Exhibit B-1 attached hereto, addressed to the Buyer, and B-2 attached hereto dated as of the Closing Date;
(i) the Xxxxxx Agreement and the same Technology Sale Agreement shall have been fully executed and delivered to Buyer, together with any and all documents relating thereto, and the transactions contemplated in such Agreements shall have been fully consummated.
(j) all actions to be taken by the Sellers in full force connection with consummation of the transactions contemplated hereby and effect;all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Medicalogic/Medscape Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSections 3(a) and 4 above shall be true true, complete and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash each of the Targets shall have procured all of the material third party consents specified in Section 5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 have a Material Adverse Effect on the right of the Buyer to own Furash Shares the shares of stock of the Target Corporations or the partnership interests in the Target Partnership and to control Furash, the Targets or (D) affect materially and adversely have a Material Adverse Effect on the right of Furash any of the Targets to own its assets and to operate its business (and no such material injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all material respects; ;
(vi) the relevant parties Targets shall have entered received all material authorizations, consents, and approvals of governments and governmental agencies referred to in Sections 3(a)(ii) and (b)(ii), and 4(c) above;
(vii) Fellon and McCord shall have each xxxxxxd into side agreements in form and substance his respective Management Agreement with the Buyer as set forth in its final form and not subject to further negotiation in Exhibits B- 1 C-1 and B-2 C-2 attached hereto and the same shall be in full force and effect;
(viii) the tangible net asset value as shown on the combined FMA and AES balance sheets as of the last day of the month prior to the month in which the Closing occurs, will not be less than the Minimum NAV.
(ix) there will not have been any Material Adverse Effect on the Targets between the date of this Agreement and the Closing;
(x) all necessary regulatory approvals, including the approvals set forth in Section 5(h) above, shall have been obtained;
(xi) the Buyer shall have received from counsel to the Sellers an opinion in form and substance reasonably acceptable to counsel for Buyer, addressed to the Buyer, and dated as of the Closing Date;
(xii) the Buyer shall have received the resignations, effective as of the Closing, of each director of the Targets other than those whom the Buyer shall have specified in writing at least five business days prior to the Closing; and
(xiii) all actions to be taken by the Sellers 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 the Buyer.
(xiv) AES will have entered into a long term supply contract and an ISDA Agreement with Conoco. The Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) each of the representations and warranties set forth in 53(a) Sections 3.1 and 4 3.2 above that is qualified by materiality shall be true and correct at and as of the Closing Date, and each of the representations and warranties set forth in Sections 3.1 and 3.2 above that is not so qualified shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller Company and Shareholder shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iiic) Furash the Company and its Subsidiaries shall have procured all of the material third party consents specified in 5(b) Section 3.1 above.;
(ivd) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) affect adversely the right of the Buyer to own Furash Shares and to control Furashthe Company Shares, or (Div) affect materially and adversely the right of Furash any of the Company and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) is satisfied in all respects; (vi) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto and the same shall be in full force and effect;
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it AGREEMENT AND PLAN OF SHARE EXCHANGE August __, 2000 Page 11 in connection with the Closing is subject to satisfaction of the following conditions:
(i) this Agreement and the Share exchange shall have received the Requisite Target Stockholder Approval;
(ii) the Target and its Subsidiaries shall have procured all of the third party consents specified in ss.5(b) above;
(iii) the representations and warranties set forth in 53(a) and 4 ss.3 above shall be true and correct in all material respects at and as of the Closing Date;
(iiiv) the Seller Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iiiv) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) no No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer Surviving Corporation to own Furash Shares the former assets, to operate the former businesses, and to control Furashthe former Subsidiaries of the Target, or (D) affect materially and adversely the right of Furash any of the former Subsidiaries of the Target to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);]
(vvi) the Seller Target shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivss.6(a)(i)-(v) is satisfied in all respects; ;
(vivii) this Agreement and the Share exchange shall have received the Requisite Approval from the Buyer's Board of Directors;
(viii) the relevant parties Buyer shall have entered into side agreements received from counsel to the Target an opinion in form and substance is deemed appropriate by the Buyer's counsel, addressed to the Buyer, and Dated as set forth of the Closing Date;
(ix) The Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Target and its Subsidiaries other than those whom the Buyer shall have specified in Exhibits B- 1 writing at least [five] business days prior to the Closing;] and
(x) all actions to be taken by the Target in connection with consummation of the transactions contemplated hereby and B-2 attached hereto all certificates, opinions, instruments, and other documents required to effect the same shall transactions contemplated hereby will be reasonably satisfactory in full force form and effectsubstance to the Buyer;
(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Share Exchange Agreement (Internet Multi-Media Corp)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a§3(a) and §4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Target and its Subsidiaries shall have procured all of the material third party consents specified in §5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target and its Subsidiaries, or (D) affect materially and adversely the right of Furash any of the Target and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in §7(a)(i)-(iv) is satisfied in all respects; ;
(vi) each of the relevant parties Sellers and the Buyer shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 the Employment Agreements attached hereto as Exhibits X-0, X-0, X-0 and B-4 and the same shall be in full force and effect;; and
(vii) all actions to be taken by the Sellers 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 the Buyer.
(viii) Buyer shall have received all approvals necessary under the rules of the American Stock Exchange for the issuance and listing of the Buyer Shares.
(ix) Buyer shall have received an opinion of Sellers’ counsel in the form of the attached Exhibit D. The Buyer may waive any condition specified in this §7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(ass.3(a) and 4 ss.4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Company shall have procured all of the material third party consents specified in 5(bss.5(b) above.;
(iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Company Shares and to control Furash, the Company or (D) affect materially and adversely the right of Furash the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivss.7(a)(i)-(iv) is satisfied in all respects; ;
(vi) all applicable waiting periods (and any extensions thereof) under the relevant parties Xxxx-Xxxxx-Xxxxxx Act shall have entered into side agreements expired or otherwise been terminated and the Parties, and the Company, shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(a)(ii), ss.3(b)(ii), and ss.4(c) above;
(vii) closing of the transactions contemplated by the Real Property Agreement shall occur concurrently with the Closing hereunder and Buyer shall acquire the real property which is the subject thereof pursuant to the terms and conditions of the Real Property Agreement;
(viii) the Buyer shall have received from counsel to the Sellers an opinion in form and substance as set forth in Exhibits B- 1 Exhibit D attached hereto, addressed to the Buyer, and B-2 attached hereto dated as of the Closing Date;
(ix) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company.
(x) the Buyer shall have entered into employment agreements or otherwise reached satisfactory understandings with key employees of the Company;
(xi) the Sellers and the same Buyer shall have executed mutual releases of all claims prior to the Closing Date reasonably satisfactory to Sellers and Buyer; and
(xii) all actions to be taken by the Sellers in full force connection with consummation of the transactions contemplated hereby and effect;all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.
(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Penn Engineering & Manufacturing Corp)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a§3(a) and §4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash the Target shall have procured all of the material third party consents specified in §5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target, or (D) affect materially and adversely the right of Furash the Target to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in §7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Parties and the Target shall have entered into side agreements received all other authorizations, consents, and approvals of governments and governmental agencies referred to in §3(a)(ii), §3(b)(ii), and §4(c) above;
(vii) Those Target employees to be employed by Buyer shall have executed all necessary Buyer Employment Agreements and related documents;
(viii) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Target other than those whom the Buyer shall have specified in writing prior to the Closing;
(ix) all actions to be taken by the Seller 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 as set forth to the Buyer; and
(x) the Buyer shall have received evidence satisfactory to it of the cancellation, termination or revocation of all outstanding options, warrants or other rights of any third party (including Seller) to purchase Target Shares, and The Buyer may waive any condition specified in Exhibits B- 1 and B-2 attached hereto and this §7(a) if it executes a writing so stating at or prior to the same shall be in full force and effect;Closing.
Appears in 1 contract
Samples: Stock for Stock Exchange Agreement (Intac International Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a(S)3(a) and 4 (S)4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Target and IISC shall have procured all of the material third party consents specified in 5(b(S)5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, provincial, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target, Magnetiscope and IISC, or (D) affect materially and adversely the right of Furash any of the Target, Magnetiscope or IISC to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions representations, warranties and covenants specified above in 7(a)(i)-(iv(S)7(a)(i) is and (ii) have been satisfied in all material respects; ;
(vi) the relevant parties Parties, the Target, and IISC shall have received all other authorizations, consents, and approvals of governments and governmental agencies of a material nature referred to in (S)3(a)(ii), (S)3(b)(ii), and (S)4(c) above;
(vii) the Active Sellers shall have entered into side agreements the Share Exchange Agreement in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto respect of the Buyer Non-Voting Exchangeable Shares issued to them, and the same shall be in full force and effect;
(viii) the Sellers and B. Xxxxxx Xxxxxx shall have entered into the Stock Registration Rights Agreement in respect of the SOFO Common Shares issued or to be issued to them;
(ix) the Buyer shall have received from counsel to the Sellers an opinion or opinions in form and substance acceptable to the Buyer acting reasonably, addressed to the Buyer, and dated as of the Closing Date;
(x) the Buyer shall have received the resignations and releases, effective as of the Closing, of each director and officer of the Target, Magnetiscope and IISC other than those whom the Buyer shall have specified in writing at least five Business Days prior to the Closing;
(xi) all actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, resolutions and other documents required to authorize and effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer;
(xii) the Sellers shall have terminated all shareholder or other agreements between them relating to their ownership of Target Shares and the Sellers shall have released each other from all obligations in connection therewith;
(xiii) the Sellers shall have provided the Buyer with a certified copy of a directors' or shareholders' resolution of each of the Target and Magnetiscope approving of the transactions contemplated in this Agreement;
(xiv) the Ontario Securities Commission shall have issued a ruling pursuant to Section 74 (1) of the Securities Act (Ontario) that the following trades are exempt from sections 25 and 53 of the Securities Act (Ontario):
(a) the trades by Sonic Foundry, the Buyer or an Affiliate of Sonic Foundry, of SOFO Common Shares with the holders of Buyer Non-Voting Exchangeable Shares pursuant to the Share Exchange Agreement; and
(b) the trades by the holders of Buyer Non-Voting Exchangeable Shares to Sonic Foundry or an Affiliate of Sonic Foundry pursuant to the Share Exchange Agreement; and that the first trade of SOFO Common Shares acquired by the Sellers pursuant to the Share Exchange Agreement are not subject to section 53 of the Securities Act (Ontario).
(xv) the British Columbia Securities Commission and the Nova Scotia Securities Commission shall have issued a ruling substantially similar to the ruling set out in Section 7(a)(xiv) hereof.
(xvi) the Sellers shall have released or undertaken in a form acceptable to the Buyer to release all security held by them from the Target, Magnetiscope and IISC with respect to the repayment of amounts included in the Included Indebtedness.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a§3(a) and §4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Target and its Subsidiaries shall have procured all of the material third party consents specified in §5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target and its Subsidiaries, or (D) affect materially and adversely the right of Furash any of the Target and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in §7(a)(i)-(iv) is satisfied in all respects; ;
(vi) each of the relevant parties Sellers and the Buyer shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 the Employment Agreements attached hereto as Exhibits C-1 and C-2 and the same shall be in full force and effect;; and
(vii) all actions to be taken by the Sellers 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 the Buyer. The Buyer may waive any condition specified in this §7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(ass.2(a) and 4 ss.3 (b) above shall be true and correct in all material respects at and as of the Closing Datedate;
(ii) the Seller shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Target shall have procured all of the material third party consents specified in 5(binss.4(b) above.;
(iv) no action, suit, action or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would would
(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 the Buyer to own Furash the Target Shares and to control Furashthe Target, or or
(D) affect materially and adversely the right of Furash the Target to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)businesses;
(v) the Seller Parties and the Target shall have delivered to received all material authorizations, consents, and approvals of governments and governmental agencies necessary for this transaction, as well as the Buyer a certificate to the effect that each of the conditions specified above Intellectual Property as defined in 7(a)(i)-(iv) is satisfied in all respects; ss.3(b)(xi);
(vi) the relevant parties shall have entered into side agreements the Supply & Services Agreement in form and substance as set forth in Exhibits B- 1 and B-2 EXHIBIT IV attached hereto and the same shall be in full force and effect;
(vii) all actions to be taken by the Seller 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 the Buyer.
(a) if it executes a writing so stating at or prior to the Closing.
(viii) no material adverse change to the business or affairs of the Target has been occurred.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 of the Seller contained in 53(aSections 3(a) and 4 above shall must be true and correct in all material respects at (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value, except with respect to (A) the Non-Operated Cotenancies, (B) the representations and warranties in Section 4(c)(ii) and (C) the representations and warranties in Section 4(d)(iii) with respect to latent defects, for which in each such case qualifications as to Knowledge shall be given effect) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date);
(ii) the Seller shall must have performed and complied with all of its covenants hereunder in all material respects with its covenants hereunder through the ClosingClosing (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value);
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) no action, suit, or proceeding shall there must not be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions transactions, contemplated by this Agreement to be rescinded following consummationAgreement;
(iv) the Seller must have obtained all material Governmental Authority and third party consents, (Cincluding any material consents specified in Sections 3(a)(ii), 3(a)(iii), and 4(b) affect adversely and including the right of the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)corresponding Schedules;
(v) the Seller shall must have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties FTC must have approved the transactions contemplated hereunder;
(vii) the Closing Date shall be no earlier than March 28, 2002;
(viii) The Buyer shall have entered into side agreements received financing for the transactions contemplated herein satisfactory to the Buyer;
(ix) the Board of Directors of the General Partner shall have received a fairness opinion acceptable to such Board (in form its sole discretion) from UBS Warburg LLC or any other financial advisor acceptable to such Board (in its sole discretion) with respect to the transactions contemplated herein;
(x) the transactions contemplated herein shall have been approved by at least a majority of the members of each of (1) of the Board of Directors of the General Partner, (2) the independent members of the Board of Directors of the General Partner and substance as set forth in Exhibits B- 1 and B-2 attached hereto (3) the Special Committee of the Board of Directors of the General Partner responsible for reviewing such transactions;
(xi) EPFS Holding and the same shall be Buyer must have executed and delivered the Contribution Agreement and the closing of the transactions contemplated therein must have occurred; and
(xii) The Buyer and El Paso Production must have executed and delivered the Prince PSA and the closing of the transactions contemplated therein must have occurred. The Buyer may waive any condition specified in full force and effect;this Section 7(a) if it executes a writing so stating at or before the Closing.
Appears in 1 contract
Samples: Acquisition Agreement
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) Section 3 and 4 above Section 5 shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Target shall have procured all of the material third party consents specified in 5(b) above.Section 6(b);
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target, or (D) affect materially and adversely the right of Furash the Target to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 8(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Parties and the Target shall have entered into side received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 4(b) and Section 5(c) above;
(vii) Johnxxx xxx O'Brxxx xxxll have executed and delivered to Buyer employment agreements in the forms set forth as Exhibit B and C respectively;
(viii) the Buyer shall have received from counsel to the Sellers an opinion in form and substance as set forth in Exhibits B- 1 Exhibit D attached hereto, addressed to the Buyer, and B-2 attached hereto dated as of the Closing Date;
(ix) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the same Target other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and
(x) all actions to be taken by the Sellers in full force connection with consummation of the transactions contemplated hereby and effect;all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 8(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) and 4 Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator arbitrator, wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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, or (C) affect adversely and materially the right of the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets Corporate Assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)DMI;
(viv) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 6(a)(i)- (iv) is satisfied in all respects; ;
(v) The Sellers and the Buyer shall have received all authorizations, consents, and approvals of governments and governmental agencies, if any, referred to in Section 3(c) and Section 4(c) above;
(vi) all actions to be taken by the relevant parties shall have entered into side agreements Sellers 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 as set forth to the Buyer.
(vii) compliance with miscellaneous covenants in Exhibits B- 1 Paragraph 9 and B-2 attached hereto and elsewhere in this Agreement. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the same shall be in full force and effect;Closing.
Appears in 1 contract
Samples: Stock Exchange Agreement (Canterbury Information Technology Inc)
Conditions to Obligation of the Buyer. The obligation of the ------------------------------------- Buyer 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 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Company shall have procured all of the material third party consents specified in Section 5(b) above.;
(iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Company Shares and to control Furashthe Company, or (D) affect materially and adversely the right of Furash the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Buyer and the Sellers shall have entered into side agreements that certain Continuing Guaranty;
(vii) the Buyer and the Sellers shall have entered into that certain Collateral Agreement;
(viii) the Buyer, the Sellers and Norwest Bank Colorado, N.A. shall have entered into that certain Stock Escrow Agreement;
(ix) the Buyer, the Company and the Sellers shall have entered into that certain Master Tek Shareholder Agreement;
(x) the Buyer, the Company and Xxxxxx XxXxxxxxxx shall have entered into that certain Employment Agreement;
(xi) the Buyer, the Company and the DiGregorios shall have entered into that certain Noncompetition Agreement
(xii) the Sellers shall have executed releases of all claims, rights and obligations with respect to the Company, other than claims, rights and obligations arising under documents executed as of the Closing Date;
(xiii) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company;
(xiv) the Board of Directors of the Buyer shall have approved this Agreement and the other documents referred to herein;
(xv) the Buyer shall have obtained on terms and conditions reasonably satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby;
(xvi) the Buyer and the Sellers shall have executed cross- receipts for the number of Company Shares sold by, and the amount of Purchase Price paid to, each Seller; and
(xvii) all actions to be taken by the Sellers 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 as set forth to the Buyer. The Buyer may waive any condition specified in Exhibits B- 1 and B-2 attached hereto and this Section 7(a) if it executes a writing so stating at or prior to the same shall be in full force and effect;Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) Section 3.1 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash Xxxxxx Group and its Subsidiaries shall have procured all of the material third party consents specified in 5(b) Section 5.2 above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash Xxxxxx Group Shares and to control FurashXxxxxx Group and its Subsidiaries, or (D) affect materially and adversely the right of Furash any of Xxxxxx Group and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection 7.1(i)-7.1(iv) is satisfied in all respects; ;
(vi) the relevant parties Parties, Xxxxxx Group, and its Subsidiaries shall have entered into side agreements received all authorizations, consents, and approvals of governments and governmental agencies, if any, referred to in Section 3.1.2, Section 3.2, and Section 4.3 above; and
(vii) all actions to be taken by the Seller 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 as set forth to the Buyer. The Buyer may waive any condition specified in Exhibits B- 1 and B-2 attached hereto and this Section 7.1 if it executes a writing so stating at or prior to the same shall be in full force and effect;Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) each of the representations and warranties set forth in 53(a(S)3(a) and 4 (S)4 above that is qualified as to materiality shall be true and correct, and each of the representations and warranties set forth in (S)3(a) and (S)4 above is not so qualified shall be true and correct in all material respects, in each case at and as of the Closing Date, as if made at and as of such date (except for those representations and warranties which are made as of a specific date or only with respect to a specific period of time which shall be true and correct in all material respects at and only as of the Closing Datesuch date or with respect to such time period) except for changes contemplated or permitted by this Agreement;
(ii) each of the Parent, the Seller and the Company shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Parent, the Seller and the Company and its Subsidiaries shall have procured all of the material third party consents specified set forth in 5(bthe Disclosure Schedule, including, without limitation, the consent from Gelco Corporation under that certain Master Lease Agreement between the Parent and Gelco Corporation, dated as of August 14, 1997, consents from the lessors under any Leased Real Property (except to the extent that the facilities of the Company for which consent was not required or was obtained prior to the Closing, together with the facilities operated by the Buyer, represent at least $69.4 million of combined EBITDA for the Company and the Buyer for the twelve months ended December 31, 2002) above.and consents from any Governmental Authority under any Governmental Permits (where required);
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, state or local foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Company Shares and to control Furashthe Company and its Subsidiaries, or (D) affect materially and adversely the right of Furash any of the Company and its Subsidiaries to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) between the date hereof and the Closing Date, there has not been any material adverse change in the business, financial condition, operations, or results of operations of the Company and its Subsidiaries, taken as a whole.
(vi) the Parent, the Seller and the Company shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv(S)7(a)(i)-(v) is satisfied in all respects;
(vii) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Parties, the Company, and its Subsidiaries shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in (S)3(a), (S)3(b), and (S)4(c) above;
(viii) the Buyer shall have received from counsel to the Parent and the Seller an opinion in a form mutually agreed upon by the Parties, addressed to the Buyer, and dated as of the Closing Date;
(ix) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company and its Subsidiaries other than those whom the Buyer shall have specified in writing prior to the Closing;
(x) the Buyer shall have received the financing under the senior secured credit facilities contemplated by the Commitment Letter, or if such financing is not available, the Buyer shall have received alternative financing from one or more lenders on terms and conditions reasonably satisfactory to the Buyer and the Parent; and
(vixi) the relevant parties shall have entered into a side agreements agreement in form and substance as set forth in Exhibits B- 1 and B-2 Exhibit E-1 attached hereto and the same shall be in full force and effect;. The Buyer may waive any condition specified in this (S)7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(a) and 4 ss.3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the each Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash each Seller shall have procured all of the material third party consents specified in 5(bss.5(b) above., all of the title insurance commitments, policies, and riders specified in ss.5(h) above, and all of the surveys specified in ss.5(i) above;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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, consummation or (C) affect adversely the right of the Buyer to own Furash Shares and to control Furashthe Acquired Assets, or (D) affect materially and adversely the right of Furash to own its assets and to operate its business the former businesses of the Sellers (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the each Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivss.6(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Buyer shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 G-1, G-2 and B-2 G-3, respectively, attached hereto and with Robexx Xxxxx, Xxgh Xxxxxxx xxx John Xxxxx xxx the same shall be in full force and effect;
(vii) the Buyer shall have received from counsel to the Sellers an opinion in form and substance as set forth in Exhibit H attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(viii) all actions to be taken by the Sellers 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 the Buyer.
(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Source Information Management Co)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) 7.1.1 the representations and warranties set forth in 53(a) Paragraph 3.1 and Paragraph 4 above shall be true and correct in all material respects at and as of the Closing Date;; and there shall have been, between the Most Recent Balance Sheet Date and the Closing Date, no material adverse change in the condition, financial or otherwise of the Company; the assets, liabilities and income statements being in substantially the same condition as is reflected in the Most Recent Balance Sheet Date and in the event there is an adverse change, at the sole and exclusive option of Buyer, this Agreement shall be null and void.
(ii) 7.1.2 the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the ClosingClosing Date;
(iii) Furash 7.1.3 the Company shall have procured obtained all of the material necessary third party consents specified in 5(b) above.before the closing Date;
(iv) 7.1.4 no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (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, or (C) affect adversely either the Company or the right of the Buyer to own Furash Shares and to control Furashown, operate, or (D) affect materially and adversely control the right of Furash to own its assets and to operate its business Company shares or the Company (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect);
(v) 7.1.5 the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) Paragraph 7.1, 7.
1.1 to 7.1.4 is satisfied in all respects; (vi) ;
7.1.6 the relevant parties Buyer shall have entered into side agreements received from counsel to the Sellers an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to the Buyer and dated as of the Closing Date;
7.1.7 the Buyer shall have received the resignations, effective as of the closing, of each director and officer of the Company, other than Xxxxx Xxxx Xxxxxxxx as President;
7.1.8 the Buyer shall have received releases (in form and substance as set satisfactory to Buyer) executed by the Sellers and each director and officer of the Company releasing any and all claims by such persons against the Company;
7.1.9 the Sellers shall have delivered to the Company assignments (in form and substance reasonably satisfactory to the Buyer) executed by the Sellers assigning any and all rights of the Sellers in Intellectual Property owned or used by the Company; and
7.1.10 the Sellers shall deliver a Disclosure Schedule which Sellers shall represent and warrant sets forth the following information with respect to the Company: (A) the basis of the Company in Exhibits B- 1 its assets; and B-2 attached hereto and (B) the same shall be amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax, or excess charitable contribution allocable to the Company. The Buyer may waive any condition specified in full force and effect;this Paragraph 7.1 if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wade Cook Financial Corp)
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it him in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its his covenants hereunder in all material respects through the Closing;
(iii) Furash the Company shall have procured all of the material third party consents specified in Section 5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Shares and to control Furashthe Company, or (D) affect materially and adversely the right of Furash the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that (A) each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; , and (B) as of the Closing, the Company has no Liabilities or Indebtedness other than under the Promissory Note;
(vi) [Reserved];
(vii) the relevant parties Buyer shall have entered into side agreements received the resignations, effective as of the Closing from each director and officer of the Company.;
(viii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since December 31, 2003 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company;
(ix) [Reserved];
(x) the Buyer shall have received such pay-off letters and releases relating to Indebtedness and Liabilities as it shall have requested and such pay-off letters shall be in form and substance satisfactory to it;
(xi) the Buyer shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company;
(xii) the Company shall have delivered its Certificate of Incorporation and bylaws, both as set forth in Exhibits B- 1 and B-2 attached hereto amended to the Closing Date, certified by the Secretary of the Company and the same Company shall deliver to the Buyer the Company's original minute book and corporate seal and all other original corporate documents;
(xiii) the Company shall deliver to the Buyer a Certificate of Good Standing in respect of the Company issued by the Delaware Secretary of State dated no earlier than 5 days prior to the closing.
(xiv) the Company shall have filed all of the reports required to be filed under the Exchange Act during the 12 months preceding the Closing (or such shorter period as the Company was required to file such reports) and the Company shall have otherwise met all of the requirements of Rule 144(c) of the Securities Act;
(xv) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC Bulletin Board that is maintained by the National Association of Securities Dealers, Inc.; and
(xvi) all actions to be taken by the Seller in full force connection with consummation of the transactions contemplated hereby and effect;all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 7(a) at or prior to the Closing in writing executed by the Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bestway Coach Express Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSection3(a) and 4 Section4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Target shall have procured all of the material third party consents specified in 5(bSection5(b) above.;
(iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target, or (D) affect materially and adversely the right of Furash the Target to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSection7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the Target shall have received all material authorizations, consents, and approvals of governments and governmental agencies referred to in Section3(a)(ii), Section3(b)(ii), and Section4(c) above;
(vii) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 B-1 through B-3 attached hereto and the same shall be in full force and effect;
(viii) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Target; and
(ix) all actions to be taken by the Seller 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 the Buyer. The Buyer may waive any condition specified in this Section7(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) this Agreement and the transactions contemplated under this Agreement shall have received the Requisite Shareholder Approval;
(b) the Seller shall have procured all of the third party Consents specified in Section 5.2 above;
(c) the representations and warranties set forth in 53(a) and 4 Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
(iid) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(ive) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (Ciii) affect adversely the right of the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets Assets and to operate its the business of Seller (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(vf) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(ivSections 6.1(a) -(e) is satisfied in all respects; ;
(vig) all actions to be taken by the relevant parties Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall have entered into side agreements be satisfactory in form and substance as set forth to the Buyer. The Buyer may waive any condition specified in Exhibits B- 1 and B-2 attached hereto and this Section 6.1 if it executes a writing so stating at or prior to the same shall be in full force and effect;Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (International Medical Staffing)
Conditions to Obligation of the Buyer. The obligation of -------------------------------------- the Buyer 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 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its covenants their covenants, agreements and obligations hereunder in all material respects through the Closing;
(iii) Furash the Target shall have procured all of the material third party consents specified in 5(bSection 4(z) and received all authorizations, consents and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii) and Section 4(c) above.;
(iv) the Buyer shall have received all consents necessary to make its representations and warranties in Section 3(b)(iii) hereof true and complete;
(v) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target, or (D) affect materially and adversely the right of Furash the Target to own its assets and to operate its business (businesses and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) is satisfied in all respects; (vi) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto and the same shall be in full force and effect;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lexar Media Inc)
Conditions to Obligation of the Buyer. The obligation of the Buyer 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 53(aSection 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) Furash the Target shall have procured all of the material third party consents specified in Section 5(b) above.;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (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 the Buyer to own Furash the Target Shares and to control Furashthe Target, or (D) affect materially and adversely the right of Furash the Target to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; ;
(vi) the relevant parties Target shall have entered into side agreements received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above;
(vii) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Target other than those whom the Buyer shall have specified in writing at least 5 business days prior to the Closing;
(viii) all actions to be taken by the Sellers 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 as set forth to the Buyer. The Buyer may waive any condition specified in Exhibits B- 1 and B-2 attached hereto and this Section 7(a) if it executes a writing so stating at or prior to the same shall be in full force and effect;Closing.
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