Conditions to Obligation of the Parent Sample Clauses

Conditions to Obligation of the Parent. The obligation of the Parent to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing of the following conditions (any of which may be waived in writing by the Parent): (a) the Shareholders and the Company shall have performed or complied with all obligations and agreements required to be performed or complied with by any of them hereunder on or prior to the Closing (including, without limitation, those specified in Section 6.2); (b) the representations and warranties of the Shareholders and the Company contained in this Agreement shall be true and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period); (c) there shall be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or any Ancillary Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation or order enacted, entered or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or render illegal the transactions contemplated by this Agreement or the Ancillary Documents; (e) the Company shall have obtained on terms and conditions satisfactory to the Parent all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the transactions contemplated hereby or any Ancillary Document, or (ii) in order to prevent a breach of, a default under or a termination, material change in the terms or conditions or material modification of, any Material Agreement as a result of the consummation of the transactions contemplated hereby; (f) each of the documents to be delivered by Shareholders or the Company pursuant to Section 6.2 shall have been so delivered by Shareholders or the Company at the Closing; and (g) no Shareholder shall have exercised Dissenter's Rights.
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Conditions to Obligation of the Parent. The obligation of the Parent to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing of the following conditions (any of which may be waived in writing by the Parent): (a) the Company and Xxxxxx Ow shall have entered into an amended and restated promissory note (“Amendment to Ow Note”) in the principal amount of approximately $521,000, such that the maturity date of said note is extended to April 4, 2010 accruing interest at 8% annually on a simple basis commencing from the close of transaction with interest and principal payable upon maturity; (b) the Company shall have entered into a settlement and release agreement converting all accrued salary of Xxxx Ow (approximately $7,000) into a two-year note bearing
Sample 1
Conditions to Obligation of the Parent. The obligation of the Parent to consummate the Closing is subject to the satisfaction of the following further conditions: (a) Parent shall have received all documents it may reasonably request relating to the authority of each Key Employee and each Affiliated Stockholder to enter into this Agreement, all in form and substance reasonably satisfactory to the Parent. (b) The representations and warranties of each Key Employee and each Affiliated Stockholder shall be true in all material respects at and as of the Closing as if made at and as of such time. (c) Each Key Employee and each Affiliated Stockholder shall have delivered to Parent a Restricted Stock Agreement, a Registration Rights Agreement, substantially in the form attached hereto as Exhibits A and C, respectively, and each Key Employee shall have delivered to Parent an Employment Agreement, substantially in the form attached hereto as Exhibit B. (d) Each Key Employee and each Affiliated Stockholder shall have delivered to Parent a Waiver of Notice and a Written Consent approving the Merger Agreement in substantially the forms attached hereto as Exhibits D and E, respectively. (e) Parent shall have entered into Stock Purchase Agreements with stockholders of the Company who together hold at least eighty percent (80%) of the outstanding voting securities of the Company and certificates representing such securities have been presented at the Closing. (f) The Merger Agreement and the Merger shall have been approved by the Board of Directors of the Company.
Sample 1
Conditions to Obligation of the Parent. The obligations of Parent and Merger Sub to consummate the Merger are also subject to the fulfillment or written waiver by Parent prior to the Effective Time of each of the following conditions:
Sample 1
Conditions to Obligation of the Parent. The obligation of the Parent to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Parent in its sole discretion) of the following further conditions: (a) Each of the representations and warranties of the Target set forth in this Agreement shall be true and correct in all respects (without giving effect to any materiality or Target Material Adverse Effect qualifiers contained therein) at and as of the Closing Date as if made at and as of the Closing Date (in each case, without giving effect to any Target Disclosure Schedule Supplement), except (i) to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, and (ii) this condition shall be deemed satisfied unless the incorrectness of such representations and warranties would, in the aggregate, reasonably be expected to have a Target Material Adverse Effect. (b) The Target shall have performed or complied in all material respects with its obligations and covenants required by this Agreement to be performed or complied with at or prior to the Closing Date. (c) The applicable waiting period with respect to the HSR Act filing (including any extension thereof by reason of a request for additional information) shall have expired or been terminated. (d) The Parent shall have received from the Target the calculation of the Estimated Total Common Stock Merger Consideration in accordance with Section 2.3(a). (e) The Parent shall have received a certificate dated the Closing Date signed on behalf of the Target to the effect that the conditions set forth in Sections 9.2(a), (b) and (g) have been satisfied. (f) The Parent shall have received the funds contemplated by the Debt Commitment Letters, or alternative debt financing on terms no less favorable in the aggregate than those contained in the Debt Commitment Letters, provided, however, that Parent shall not have amended or terminated the Debt Commitment Letters in anticipation of such alternative debt financing without the Target’s prior written consent, which shall not be unreasonably withheld (it being understood that the Target may withhold such consent if the alternative debt financing contains any conditions not contained in the Debt Commitment Letters). (g) Since the date of this Agreement, no fact, circumstance, development or event shall have occurred t...
Sample 1

Related to Conditions to Obligation of the Parent

  • Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligation of the Purchaser The obligation of the Purchaser to purchase the Receivables from the Seller on the Closing Date is subject to the satisfaction of the following conditions:

  • 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 Section 3(a) 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 their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (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 reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligation of the Seller The obligation of the Seller to sell the Receivables to the Depositor is subject to the satisfaction of the following conditions:

  • Conditions to Obligation of the Sellers The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers): (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) 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 Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer 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 Seller.

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to the Obligation of the Company The respective obligations of the Company, NewCo and Merger Sub to complete the transactions contemplated by this Agreement are subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions (any of which may be waived by the Company, in whole or in part): (a) The representations and warranties of Parent and the Purchaser in Section 7 shall be true and correct (without giving effect to any “materiality” or “material adverse effect” qualifiers contained therein) as of the date of this Agreement and as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty shall have been so true and correct as of such date), except where the failure to be true and correct would not, individually or in the aggregate, have a material adverse effect on the ability of Parent and the Purchaser to consummate timely the transactions contemplated by this Agreement; (b) All of the covenants and agreements Parent or the Purchaser are required to perform or comply with under this Agreement on or before the Closing Date shall have been duly performed and complied with in all material respects; (c) Each of the Commercial Agreements (other than the New Company Distribution Agreements and the Acquired KO Brand Distribution Agreements) shall have been duly executed by Parent, the Purchaser or their Subsidiaries, as applicable, and shall be in full force and effect as of the Closing Date; (d) All of the conditions to the Company’s obligations under Sections 8.1 and 8.3 (other than Section 8.3(f)) of the Asset Transfer Agreement shall have been satisfied or waived (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), and the consummation of the transactions contemplated by the Asset Transfer Agreement shall occur concurrently with the Closing; provided, however, that the Company shall not have the right to assert that the foregoing condition set forth in this Section 10.3(d) has not been satisfied if the failure to satisfy such condition results primarily from the Company or NewCo’s failure to perform or comply with its obligations under the Asset Transfer Agreement; and (e) The Company shall have received an opinion of Xxxxx Day, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, to the effect that for U.S. federal income tax purposes the exchanges that occur pursuant to the Merger, the acquisition and issuance of the Shares and the KO Asset Transfer, taken together, shall constitute exchanges described in Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of NewCo, the Company, Parent and the Purchaser as to such matters as such counsel may reasonably request.

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