Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections 4 and 5 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 her 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transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and (v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaser.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Punchline Resources Ltd.), Stock Purchase Agreement (T & G Apothecary Inc), Stock Purchase Agreement (Green & Quality Home Life, Inc.)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 and 5 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 her its 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and;
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaser.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Corridor Ventures II Acquisition Corp.), Stock Purchase Agreement (Corridor Ventures I Acquisition Corp.), Stock Purchase Agreement (Corridor Ventures, LLC)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser 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 Purchaser):
(a) the Seller and the Company shall have performed or complied with all obligations and agreements required to be performed or complied with by the Purchaser in connection with any of them hereunder on or prior to the Closing are subject to satisfaction of the following conditions:(including, without limitation, those specified in Section 5.2);
(ib) the representations and warranties set forth of the Seller and the Company contained in Sections 4 and 5 above this Agreement shall be true and correct in all material respects at and as of the Closing DateDate 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);
(iic) the Seller there shall have performed and complied with all of her covenants hereunder in all material respects through the Closing;
(iii) be no order, decree, or ruling by any Governmental Authority nor any action, suit, claim, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction by or before any arbitrator wherein an unfavorable injunctionGovernmental Authority shall be pending, judgmentwhich seeks to restrain, order, decree, rulingprevent, or charge would (A) prevent consummation materially delay or restructure the transactions contemplated hereby or any Ancillary Document, or which otherwise questions the validity or legality of any of 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;
(Be) cause any the Company and the Seller shall have obtained on terms and conditions satisfactory to the Purchaser all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, rulinghereby or any Ancillary Document, or charge shall be (ii) in effect)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;
(ivf) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by Seller shall have delivered evidence satisfactory to the Purchaser will that all Liabilities of the Company have been appointed satisfied, compromised, or otherwise extinguished as officers and directors of the CompanyClosing; and
(vg) each of the Purchaser will documents to be delivered by Sellers or the Company pursuant to Section 5.2 shall have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to been so delivered by Sellers or the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) Company at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Blackhawk Fund), Stock Purchase Agreement (Angel Acquisition Corp.), Stock Purchase Agreement (Blackhawk Fund)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to contemplated by this Agreement shall be performed by the Purchaser in connection with the Closing are subject to satisfaction the fulfillment, at or prior to Closing, of each of the following conditions:, any of which may be waived by the Purchaser; provided, however, the Purchaser's election to proceed with the Closing of the transactions contemplated herein shall not be deemed a waiver of any breach of any representation, warranty or covenant herein, whether or not known to the Purchaser or existing on the Closing Date;
(i) 5.1.1 the representations and warranties set forth of the Seller contained in Sections 4 this Agreement shall have been true and 5 above correct as of the date as of which they were deemed to have been made and shall be true and correct in all material respects at and as of the Closing Date;
(ii) Date and the Seller shall have performed and complied delivered to the Purchaser a certificate to that effect;
5.1.2 simultaneous with all of her covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding the Purchaser 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 have consummated the transactions contemplated by this the Contribution Agreement or (B) cause any among the Company, certain shareholders of the transactions contemplated by this Agreement Company, and the Purchaser providing for the funding of a newly formed holding company for the Company on terms satisfactory to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)the Purchaser;
(iv) 5.1.3 the Purchaser shall have received the resignation of the sole officer and director had a full opportunity to complete its due diligence review of the Company and its Subsidiary and the designees specified by results of such review shall have been satisfactory to the Purchaser will have been appointed as officers and directors of the Companyin its sole discretion; and
(v) 5.1.4 the Seller shall have delivered to the Purchaser will have received such pay-off letters certificate(s) for all of the Shares, free and releases relating to outstanding indebtedness clear of any mortgage, pledge, lien, encumbrance, claim, or other security interest or restrictions other than restrictions under state and liabilities as it will have reasonably requested and such pay-off letters and releases will be federal securities laws, endorsed in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at blank or prior to the Closing in writing accompanied by duly executed by the Purchaserassignment documents.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Mity Lite Inc), Stock Purchase Agreement (Mity Lite Inc), Stock Purchase Agreement (Mity Lite Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to be performed the satisfaction or waiver, at or prior to the Closing by the Purchaser in connection with the Closing are subject to satisfaction Purchaser, of each of the following conditions:
(ia) the representations and warranties set forth in Sections 4 and 5 above Seller Fundamental Representations of each of the Sellers shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date as though made on and as of such date;
(b) the representations and warranties of each of the Sellers (other than the Seller Fundamental Representations) set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date, except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, prevent such Seller from consummating the transactions contemplated herein or performing their respective obligations under the Transaction Documents;
(c) the Sellers shall have performed or complied in all material respects with all obligations and covenants required by the Transaction Documents to be performed or complied with by the Sellers at or prior to the Closing Date;
(ii) the Seller shall have performed and complied with all of her 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ivd) the Purchaser shall have received a certificate of an authorized officer of each Seller certifying that the resignation conditions set forth in Section 5.2(a), Section 5.2(b) and Section 5.2(c) (in respect of the sole officer and director of the Company and the designees specified by the Purchaser will such Seller) have been appointed as officers satisfied;
(e) no change, development or event shall have occurred and directors of the Companybe continuing which has had or would reasonably be expected to have a Material Adverse Effect; and
(vf) Purchaser (or an Affiliate of Purchaser) shall have successfully closed on financing sufficient to fund the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaserpurchase of Seller’s Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Hudson Global Finance DE II, LLC), Stock Purchase Agreement (Ho Chi Sing)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 6 and 5 7 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) The Company shall have provided the Purchaser with a copy of the Company Financial Statements;
(iii) each Seller shall have performed and complied with all of her its covenants hereunder in all material respects through the Closing;
(iiiiv) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ivv) the Purchaser Property Option shall have received be in good standing and validly enforceable against the resignation optionor upon its terms and no obligation of the sole officer and director EPSB, Company, or of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Companyany third party thereunder shall be in default or in arrears; and
(vvi) EPSB or the Purchaser will Company shall have received such pay-off letters all municipal, regional, and releases relating to outstanding indebtedness and liabilities federal planning permission (as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to applicable) required for the Purchaserdevelopment of the Xxxxxx Bridge Facility. The Purchaser may waive any condition specified in this Section 10(a11(a) at or prior to the Closing in writing executed by the Purchaser.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Pacific Green Technologies Inc.), Stock Purchase Agreement (Pacific Green Technologies Inc.)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in Sections 4 3 and 5 above shall be true and correct in all material respects at and as of the Closing Date4;
(iib) the Seller Shareholders shall have performed and complied with all of her its covenants hereunder in all material respects through the Closing;
(iiic) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ivd) the Purchaser Shareholders shall have received the resignation procured all of the sole officer and director of third party consents, if any, required in order to effect the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; Closing, and
(ve) the Purchaser will Shareholders shall have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory delivered to the PurchaserPurchaser a certificate to the effect that (A) each of the conditions specified above in Section 9(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities. The Purchaser may waive any condition specified in this Section 10(a9(a) at or prior to the Closing in writing executed by the Purchaser.
Appears in 2 contracts
Samples: Share Purchase Agreement (China Logistics Inc), Share Purchase Agreement (China Everhealth Corp)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 section 3A and 5 section 3B above that are qualified as to their materiality shall be true and correct and any such representations and warranties that are not so qualified 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 her the covenants to be performed by it hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding there shall not 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, ruling or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement Agreement, and no action, suit, claim or (B) cause proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated by this Agreement or which could reasonably be expected to be rescinded following consummation adversely impact the Company's right to own it assets and operate its business as presently conducted;
(iv) the Seller shall have delivered to the Purchaser a certificate to the effect that the conditions specified above in section section 6(a)(i) and no (ii) have been satisfied in all respects;
(v) all of the directors and officers of the Company shall have delivered duly signed resignations effective at the time of the Closing (or the Seller shall have taken such injunction, judgment, order, decree, ruling, or charge shall be in effectother action as is necessary to ensure that such persons are not directors and officers of the Company at the time of the Closing);
(ivvi) all filings that are required to have been made by the Company with any Authority in order to carry out the transactions contemplated by this Agreement and in order for the Purchaser to operate the business of the Company in the ordinary course after the Closing Date shall have been made; all authorizations, consents, approvals and permits from all Authorities required for the Company to carry out the transactions contemplated by this Agreement and in order for the Purchaser to operate the business of the Company in the Ordinary Course of Business after the Closing Date shall have been received and all statutory waiting periods (or extensions thereof) in respect thereof shall have expired;
(vii) the Purchaser shall have received a certificate issued by the Secretary of State of the State of Florida, as of a date reasonably acceptable to the Purchaser, as to the good standing of the Seller in such state;
(viii) the Purchaser shall have received a certificate issued by the Secretary of State of the State of California and of each state in which the Company is qualified as a foreign entity, as of a date reasonably acceptable to the Purchaser, as to the good standing (or non- dissolution, as applicable) of the Company in such states;
(ix) the Seller shall have delivered to the Purchaser (a) a copy of the Company's Charter, as amended to date, certified as of the recent date by the Secretary of State of the State of California, and (b) all minute books, stock transfer books, blank stock certificates and corporate seals of the Company;
(x) all proceedings, corporate or other, to be taken in connection with the transactions contemplated by this Agreement by the Seller, and all documents incident thereto, shall be reasonably satisfactory in form and substance to the Purchaser, and the Seller shall have made available to the Purchaser for examination the originals or true and correct copies of all documents the Purchaser may reasonably request in connection with the transactions contemplated by this Agreement;
(xi) all conditions precedent to the funding of the loans contemplated by the financing commitments heretofore issued to Purchaser for the financing of the transactions contemplated hereby shall have been satisfied;
(xii) the Seller and the Escrow Agent shall have executed and delivered the Escrow Agreement;
(xiii) the Purchaser shall have received the resignation Opinion of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the CompanySeller's counsel; and
(vxiv) the Purchaser will Seller shall have received such pay-off letters and releases relating a consent to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be the assignment of the Real Property lease of the Company's facility located at 5300 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx, xxgether with an estoppel certificate, in form and substance reasonably satisfactory to the PurchaserPurchaser and its counsel. The Purchaser may waive any condition specified in this Section 10(asection 6(a) if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Winsloew Furniture Inc), Stock Purchase Agreement (Winston Furniture Co of Alabama Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 section 3A and 5 section 3B above that are qualified as to their materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects at and as of the Closing DateDate (as though made then and as though the Closing Date were substituted for the date of this Agreement);
(ii) the Seller Sellers, the Company and IMP shall have performed and complied with all of her their respective covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding there shall not 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, ruling or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement Agreement, and no action, suit, claim or (B) cause proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement;
(iv) each of the Sellers (or the Sellers' Representative acting on their behalf) shall have delivered to the Purchaser shall have received a certificate to the resignation of effect that the sole officer conditions specified above in sections 8(a)(i) and director of the Company and the designees specified by the Purchaser will (ii), as they pertain to such Seller, have been appointed as officers and directors of the Company; andsatisfied in all respects;
(v) the Sellers shall have delivered to the Purchaser will a certificate to the effect that the conditions specified above in sections 8(a)(i) and (ii) have received been 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;
(vii) all of the directors and officers of the Company and IMP designated by the Purchaser prior to the Closing shall have delivered duly signed resignations effective at the time of the Closing (or the Sellers, the Company or IMP shall have taken such pay-off letters other action as is necessary to ensure that such persons are not directors or officers of the Company or IMP at the time of the Closing);
(viii) Perrx X. Xxxxxx xxxll have executed and releases relating delivered to outstanding indebtedness the Purchaser the Employment Agreement;
(ix) L. Mxxxxx xxxll have executed and liabilities as it will delivered to the Purchaser the Consulting Agreement;
(x) Nitram Partners, Ltd. shall have reasonably requested executed and such pay-off letters delivered to the Purchaser the Lease Amendment;
(xi) Sherxx Xxxxxxxxx xxx Lisa Xxxxxxxxxxxx xxxll have executed and releases will delivered to the Purchaser the Joinder Agreement;
(xii) the Purchaser shall have completed its due diligence review of the Company and IMP (including, without limitation, a financial, legal, commercial and environmental review of the Company and IMP) and the results thereof shall be in form and substance reasonably satisfactory to the PurchaserPurchaser in its absolute discretion;
(xiii) there shall be no payables or receivables between the Sellers and the Company or IMP or between Affiliates of the Sellers and the Company or IMP, other than lease payments and intercompany payments between the Company and IMP;
(xiv) the Company will have Net Working Capital of at least the Net Working Capital Threshold Amount; and
(xv) the Sellers shall have corrected the building code violations referenced in section 12(a)(v). The Purchaser may waive any condition specified in this Section 10(asection 8(a) if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Winston Furniture Co of Alabama Inc), Stock Purchase Agreement (Winsloew Furniture Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(i) the all representations and warranties set forth in Sections Section 3(a) and Section 4 above over which the Seller has the reasonable ability to cause such representations and 5 above warranties to remain true 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 her its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the 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 or Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation, (C) affect adversely the right of the Purchaser to acquire and own and operate the Purchased Assets and enter into the Service Agreement, or (D) affect adversely the right of the Seller to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ivv) the Seller shall have delivered to the Purchaser 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 Purchaser shall have received from Joel Xxxxxxxxx, Esq., counsel to the resignation Seller, an opinion as to matters customarily addressed in opinions of counsel in transactions such as that described herein, which opinion shall be substantially in the form set forth in Exhibit 8(b)(v) below;
(vii) the Seller shall have executed and delivered the Service Agreement to the Purchaser;
(viii) the Purchaser shall have received an opinion from Baker, Donelson, Bearman & Caldxxxx xxxt the performance of the sole officer and director of the Company and the designees specified Service Agreement by the Purchaser and the Group will have been appointed as officers and directors not violate any statute, regulation, official interpretation, order, decree or other law of the CompanyUnited States of America; and
(vix) all actions to be taken by the Purchaser will have received such pay-off letters Seller in connection with consummation of the transactions contemplated hereby and releases relating all certificates, opinion, instruments, and other documents required to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases effect the transactions contemplated hereby will be satisfactory in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a; and
(x) the net collections of the Seller during the period December 1, 1995 through August 31, 1996 for services rendered to patients shall be at or prior to the Closing in writing executed by the Purchaserleast Three Million Six Hundred Thousand Dollars ($3,600,000.00).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Response Oncology Inc), Asset Purchase Agreement (Seafield Capital Corp)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to contemplated by this Agreement shall be performed by the Purchaser in connection with the Closing are subject to satisfaction the fulfillment, at or prior to Closing, of each of the following conditions:, any of which may be waived by the Purchaser; provided, however, the Purchaser's election to proceed with the Closing of the transactions contemplated herein shall not be deemed a waiver of any breach of any representation, warranty or covenant herein, whether or not known to the Purchaser or existing on the Closing Date;
(i) 6.1.1 the representations and warranties set forth of the Seller contained in Sections 4 this Agreement shall have been true and 5 above correct as of the date as of which they were deemed to have been made and shall be true and correct in all material respects at and as of the Closing Date;
(ii) Date and the Seller shall have performed and complied delivered to the Purchaser a certificate to that effect;
6.1.2 simultaneous with all of her covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding the Purchaser 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 have consummated the transactions contemplated by this the Contribution Agreement or (B) cause any among the Company, certain shareholders of the transactions contemplated by this Agreement Company, and the Purchaser providing for the funding of a newly formed holding company for the Company on terms satisfactory to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)the Purchaser;
(iv) 6.1.3 the Purchaser shall have received the resignation of the sole officer and director had a full opportunity to complete its due diligence review of the Company and its Subsidiary and the designees specified by results of such review shall have been satisfactory to the Purchaser will have been appointed as officers and directors of the Companyin its sole discretion; and
(v) 6.1.4 the Seller shall have delivered to the Purchaser will have received such pay-off letters certificate(s) for all of the Shares, free and releases relating to outstanding indebtedness clear of any mortgage, pledge, lien, encumbrance, claim, or other security interest or restrictions other than restrictions under state and liabilities as it will have reasonably requested and such pay-off letters and releases will be federal securities laws, endorsed in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at blank or prior to the Closing in writing accompanied by duly executed by the Purchaserassignment documents.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation obligations of ----------------------------------------- the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(iA) the representations and warranties set forth in Sections Section 4 and 5 above --------- hereof shall be true and correct in all material respects at and as of the Closing Date;
(iiB) the Seller and Members shall have performed and complied with all of her their covenants hereunder in all material respects through the Closing;
(iiiC) the Seller shall have procured all of the third party consents specified in Section 6 above; ---------
(D) 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 (Ai) prevent consummation of any of the transactions contemplated by this Agreement or Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation, or (iii) affect adversely the right of the Purchaser to own, operate, or control the Assets (and no such injunction, judgment, order, order decree, rulingstipulation, injunction, or charge shall be in effect);):
(ivE) the Seller shall have delivered to the Purchaser a certificate (without qualification as to knowledge or materiality or otherwise except for Section 7.1(d) above) to the effect that each of the conditions -------------- specified above in Sections 7.1 (a), (b) and (d) is satisfied in all respects; ---------------- --- ---
(F) the Purchaser shall have received all other authorizations, consents, and approvals of governments and governmental agencies set forth in this Agreement;
(G) the resignation Purchaser shall have received from Xxxxx Xxxxxxx an executed Employment Agreement in substantially the form and substance attached hereto as Attachment 7.1(g); -----------------
(H) all actions and approvals to be taken by the Seller or Members in connection with consummation of the sole officer transactions contemplated hereby and director all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Purchaser;
(I) the Purchaser shall have received from Xxxx, Xxxxx & Xxxxxx, P.C., counsel for the Seller, an opinion addressed to Purchaser dated the date of the Company Closing, and the designees specified by in form and substance attached hereto as Attachment 7.1(i); -----------------
(J) the Purchaser will shall have obtained the approval of its Board of Directors and lenders for the transactions contemplated by this Agreement;
(K) the Purchaser shall have obtained a satisfactory three-year lease for the Atlanta facility from the Seller on terms which would have no adverse effect on the operations of the Purchaser or the current expense level of the Business (such monthly rent to be initially equivalent to the monthly depreciation rate on such facility);
(L) the Purchaser shall have received from the Seller its reviewed financial statements (balance sheets and income statements for fiscal years 1993, 1994 and 1995) and federal income tax returns for the same period that have been appointed as officers and directors of the Companyprepared and/or filed; and
(vM) the Purchaser will shall have received such payevidence that the Seller will change its name to one without the name "ATS-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. Atlanta One." The Purchaser may waive any condition specified in this Section 10(a) 7 if it --------- executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Global Imaging Systems Inc)
Conditions to Obligation of the Purchaser. The Subject to Section 3.03, the obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in Sections Article 4 and 5 above below 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 her covenants hereunder in all material respects through all covenants and agreements contained in this Agreement that are required to be performed by Seller on or before the Closing;
(iiic) no action, suit, or proceeding there shall not 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, order or charge would (A) prevent decree in effect preventing the consummation of any of the transactions contemplated by this Agreement or Agreement;
(Bd) cause the Seller shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in Sections 3.01(a), 3.01(b) and 3.01(c) (as it relates to the Seller) is satisfied in all material respects;
(e) any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), relating to the transactions contemplated by this Agreement hereby shall have expired or been terminated and all other governmental approvals filed pursuant to Section 6.04 necessary to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser obtained prior to Closing shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaserobtained. The Purchaser may waive any condition the conditions specified in this Section 10(a3.01(a) through 3.01(d) if it executes a writing so stating at or prior to the Closing in writing executed by Closing; PROVIDED, HOWEVER, that Purchaser shall not be deemed to have waived any such conditions to the Purchaserextent that Section 3.03 is applicable as to any of the Shares.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction or waiver in writing of the following conditions:
(i) : the representations and warranties of the Seller set forth in Sections 4 and Article 5 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 her its covenants hereunder in all material respects through the Closing;
; since the date of this Agreement, there shall have been no changes that constitute, and no event or events shall have occurred which have resulted in or constitute, or would reasonably be expected to result in or constitute, a material adverse effect with respect to the Acquisition Assets; the Seller shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in Section 7.1(a) through (iiic) is satisfied in all respects; 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, state or foreign local jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Purchaser to own and operate the Acquisition Assets (and no such injunction, judgment, order, decree, ruling, ruling or charge shall be in effect);
(iv) ; the Seller shall have delivered, or be standing ready to deliver, to the Purchaser, the documents required to be delivered by the Seller Parties pursuant to Section 2.6(a); Seller shall have delivered to the Purchaser the documents described in clauses (ix) and (x) of Section 2.6(a); the consent of TKK referenced in clause (xi) of Section 2.6(a) shall not have been revoked; the CEC shall have received delivered a consent to the resignation assignment and assumption of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be CEC Agreements in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in ; and Seller shall have received evidence from the appropriate Japanese tax authority that the payments contemplated under this Section 10(a) at or prior Agreement are not subject to the Closing in writing executed by the Purchaserwithholding taxes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Catalytica Energy Systems Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the transactions Transaction shall be subject to be performed by the Purchaser in connection with fulfillment at or prior to the Closing are subject to satisfaction of the following conditions, unless the Purchaser shall waive such fulfillment:
(i) No injunction, restraining order or other order issued by a court of competent jurisdiction that prohibits the consummation of the Transaction shall be in effect and no action, suit or proceeding before any court or any governmental body or authority pertaining to the Transaction contemplated by this Agreement or to its consummation shall have been instituted on or before the Closing Date;
(ii) There shall not have been taken or proposed any action, and no statute, rule or regulation shall have been promulgated or enacted, by any local, state, federal or foreign government or governmental agency, that would render the consummation of the Transaction illegal;
(iii) This Agreement and the transactions contemplated hereby shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, and lessors) required to consummate the Transaction;
(iv) Each of the Selling Parties shall have performed all agreements and covenants and satisfied all conditions on their part to be performed or satisfied on or prior to the Closing;
(v) No material adverse change shall, in the reasonable judgment of the Purchaser, have taken place in the assets, business, condition (financial or otherwise), operations, or prospects of Chartendure since the date of Chartendure's Balance Sheet other than those, if any, that result from the changes permitted by, and transactions contemplated by, this Agreement;
(vi) The representations and warranties of each of the Selling Parties set forth in Sections 4 and 5 above this Agreement, the Schedules or Exhibits hereto or in any written statement that shall be delivered to the Purchaser shall be true and correct in all material respects at on and as of the Closing Date as if made on and as of such date;
(vii) The Purchaser shall have received from each of the Selling Parties a certificate, executed by such Selling Party or its authorized representative, dated as of the Closing Date, as to the satisfaction of the conditions in paragraphs (iv), (v) and (vi) above;
(viii) The Purchaser shall have received, on and as of the Closing Date, such other closing documents and instruments as the Purchaser shall reasonably request, in each case reasonably satisfactory in form and substance to the Purchaser and its counsel;
(iiix) the Seller The Selling Parties shall have performed and complied with delivered to the Purchaser, except as otherwise requested by the Purchaser, the written resignations of all of her 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of Chartendure, and will cause any other action to be taken with respect to those resignations that the CompanyPurchaser may reasonably request; and
(vx) PetQuarters shall have an received executed copy of the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the PurchaserProfessional Services Agreement for Patric Judge.
Appears in 1 contract
Samples: Agreement of Purchase and Sale of Stock (Pet Quarters Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the transactions Transaction shall be subject to be performed by the Purchaser in connection with fulfillment at or prior to the Closing are subject to satisfaction of the following conditions, unless the Purchaser shall waive such fulfillment:
(i) No injunction, restraining order or other order issued by a court of competent jurisdiction that prohibits the consummation of the Transaction shall be in effect and no action, suit or proceeding before any court or any governmental body or authority pertaining to the Transaction contemplated by this Agreement or to its consummation shall have been instituted on or before the Closing Date;
(ii) There shall not have been taken or proposed any action, and no statute, rule or regulation shall have been promulgated or enacted, by any local, state, federal or foreign government or governmental agency, that would render the consummation of the Transaction illegal;
(iii) This Agreement and the transactions contemplated hereby shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, and lessors) required to consummate the Transaction and, if applicable to the Transaction, the waiting period prescribed by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act shall have expired or been terminated;
(iv) Each of the Selling Parties shall have performed all agreements and covenants and satisfied all conditions on their part to be performed or satisfied on or prior to the Closing, including, without limitation, the execution of the real estate agreement described in Section 6.5.2(vii);
(v) No material adverse change shall, in the reasonable judgment of the Purchaser, have taken place in the assets (including, without limitation, the Utilized Real Property), business, condition (financial or otherwise), operations, or prospects of the Companies since the date of the Company Balance Sheet other than those, if any, that result from the changes permitted by, and transactions contemplated by, this Agreement and the Companies shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which substantially affects the value of its assets, properties or business;
(vi) The representations and warranties of each of the Selling Parties set forth in Sections 4 and 5 above this Agreement, the Schedules or Exhibits hereto or in any written statement that shall be delivered to the Purchaser shall be true and correct in all material respects at on and as of the Closing Date as if made on and as of such date;
(vii) The Purchaser shall have received from each of the Selling Parties a certificate, executed by such Selling Party or its authorized representative, dated as of the Closing Date, as to the satisfaction of the conditions in paragraphs (iv), (v) and (vi) above;
(viii) The Purchaser shall have received, on and as of the Closing Date, an opinion of counsel to the Selling Parties in the form attached hereto as Exhibit B;
(iiix) the Seller The Purchaser shall have performed received, on and complied with all of her 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 as of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (Closing Date, such other closing documents and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) instruments as the Purchaser shall reasonably request, in each case reasonably satisfactory in form and substance to the Purchaser and its counsel; and
(x) The Selling Parties shall have received delivered to the resignation Purchaser, except as otherwise requested by the Purchaser, the written resignations of all of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
Companies, and will cause any other action to be taken with respect to those resignations that the Purchaser may reasonably request. For purposes of paragraph (v) above but without limiting the Purchaser will have received scope of such pay-off letters and releases relating to outstanding indebtedness and liabilities paragraph, "material adverse change" shall include any reduction of $100,000 or more in the Equity of the Company as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory of the Closing Date as compared to the Purchaser. The Purchaser may waive any condition specified Equity of the Company shown in this Section 10(a) at or prior the balance sheet included in the Interim Financial Statements prepared in accordance with generally accepted accounting principals, it being agreed and understood that it is the intent of the Parties that the Companies shall continue to operate as they have done in the past until Closing and that the Selling Parties will continue to operate as they have done until Closing, and that no extraordinary distributions shall be made to the Closing in writing executed by the PurchaserShareholders.
Appears in 1 contract
Samples: Agreement of Purchase and Sale of Stock (Pet Quarters Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the transactions contemplated hereby is further subject to be performed the satisfaction or, to the extent permitted by the Purchaser in connection with applicable Law, waiver at or prior to the Closing are subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in Sections 4 and 5 above of the Sellers contained herein shall be true and correct in all material respects at as of the date hereof and as of the Closing DateDate as though made on the Closing Date (without regard to materiality qualifiers contained therein), except (i) to the extent such representations and warranties expressly speak as of an earlier date, in which case as of such earlier date and (ii) for those failures to be true and correct that would not, individually or in the aggregate have, or be reasonably likely to (A) have a material adverse effect on (x) the ability of the Sellers to (1) perform its obligations under this Agreement or (2) consummate the transactions contemplated hereby or (y) the attributes of, or material benefits associated with, ownership of the Shares by the Purchaser (including dividend and voting rights) at and following the Closing or (B) result in the Purchaser incurring a material liability;
(iib) the Seller Sellers shall have performed and complied with all of her covenants hereunder in all material respects through the Closing;
(iii) no action, suit, each of its agreements and covenants contained in 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 or (B) cause any of the transactions contemplated by this Agreement that are required to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, performed by it at or charge shall be in effect)prior to the Closing pursuant to the terms hereof;
(ivc) neither the Sellers nor the Company nor any of their respective affiliates shall have taken any action which (i) has the effect of prohibiting the Purchaser from acquiring all of the Shares or (ii) could reasonably be likely to adversely affect any attributes of, or material benefits associated with, the Purchaser's ownership of the Shares (including dividend and voting rights); provided, however, that in the event of the occurrence of any action with respect to any matter described in clause (ii) above, this condition shall be deemed to have been automatically waived by the Purchaser for the limited purposes of such action if the Purchaser has not terminated this Agreement under Section 7.1(f) on or before the date that is ten (10) Business Days from the date that the Purchaser received written notice from the Sellers of such action;
(d) the Purchaser shall have received the resignation a separate certificate signed by an executive officer each of the sole officer Sellers, dated the Closing Date, to the effect that the conditions set forth in Sections 6.3(a), 6.3(b), 6.3(c), 6.3(e), 6.3(g), 6.3(h), 6.3(i) and director of the Company and the designees specified by the Purchaser will 6.3(j) hereof have been appointed as officers and directors of the Company; andsatisfied;
(ve) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be Sellers shall deliver evidence in form and substance reasonably satisfactory to the Purchaser that the Release of Liens has occurred including, without limitation, the delivery of Uniform Commercial Code financing UCC-3 collateral change statements, discharges or other appropriate termination statements, recordings and other actions that the Purchaser deems necessary or advisable;
(f) no Governmental Approval that is necessary for the consummation of the transactions contemplated hereby shall contain a Material Negative Condition; provided, however, that, without limiting the Purchaser. The Purchaser may waive 's rights under this condition with respect to any of clauses 5.2(a)(i), (iii) and (iv), the Purchaser's right to invoke the condition specified as it solely relates to any action, limitation, condition or restriction of the type described in Section 5.2(a)(ii) shall expire on the next Business Day following the date that is one-hundred twenty (120) days following the date of this Section 10(aAgreement;
(g) at the capital and surplus of VFIC set forth in its latest quarterly statement on file with or submitted to the Department as of the business day immediately preceding the Closing Date shall not be less than $90,000,000;
(h) the gross amounts owed as of the most recent quarter-end prior to the Closing Date for which such data is available (which in writing executed any event shall be for the most recent quarter then ended if the Closing Date occurs on or after forty-five (45) days following the end of the most recent quarter then ended) by the Sellers and their affiliates to the Company and its affiliates pursuant to the Reinsurance Contracts (the "Closing Date Gross Amount") shall at the Closing in no event exceed the amounts stated in the information previously provided by the Sellers to the Purchaser.; provided, that five (5) Business Days prior to the Closing Date the Sellers shall deliver to the Purchaser a statement of the such Closing Date Gross Amount and, to the extent such Closing Date Gross Amount exceeds the amounts stated in the information previously provided by the Sellers to the Purchaser, the Sellers shall have ten (10) Business Days to cure such excess amounts;
(i) at the Closing Date:
(A) the amount equal to (x) the Closing Date Gross Amount less (y) the amounts on deposit in the security fund (the "Deposit Amount") as of the Closing Date securing the obligations of the Seller to the Company under the Reinsurance Agreements pursuant to the Security Fund Agreement, dated September 3, 2004 (or any successor thereto) (such resulting amount, the "Closing Date Net Amount"), shall be not more than
(B) the amount equal to 2/3 multiplied by (x) the gross amounts stated in the information previously provided by the Sellers to the Purchaser as of December 31, 2004 less (y) the Deposit Amount as of December 31, 2004; provided that five (5) Business Days prior to the Closing Date the Sellers shall deliver to the Purchaser a statement of the Closing Date Net Amount and to the extent the Closing Date Net Amount exceeds the Closing Date Target Net Amount, the Sellers shall have ten (10) Business Days to cure such excess amounts;
Appears in 1 contract
Samples: Stock Purchase Agreement (Affirmative Investment LLC)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser him in connection with the Closing are is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 and 5 Section 3(a) 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 her 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 or Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, rulingconsummation, or charge shall be in effect)(C) affect adversely the right of the Purchaser to own the Purchased Shares;
(iv) the Purchaser shall have received completed and closed the resignation purchase and sale of the sole officer and director 1,225,000 shares of the Company and the designees specified by common stock of RMII from RMII, as contemplated in that certain Stock Purchase Agreement dated as of October 1, 1997 between the Purchaser will have been appointed as officers and directors of RMII (the Company; and"RMII Stock Purchase Agreement");
(v) the Purchaser will Purchase shall have received such pay-off letters entered into a Shareholders' Voting Agreement and releases relating Irrevocable Proxy with the Sellers; and
(vi) all actions to outstanding indebtedness be taken by the Sellers in connection with consummation of the transactions contemplated hereby and liabilities as it will have reasonably requested all certificates, instruments, and such pay-off letters and releases other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a7(a) if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Rocky Mountain Internet Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are is subject to satisfaction or waiver of the following conditions:
(ia) the truth of the representations and warranties set forth in Sections 4 3 and 5 above shall be true and correct in all material respects at and as of the Closing Date4;
(iib) the Seller Shareholders shall have performed and complied with all of her their covenants hereunder in all material respects through the Closing;
(iiic) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ivd) the Purchaser Shareholders shall have received the resignation procured all of the sole officer third party consents, if any, required in order to effect the Closing;
(e) the Company shall have consummated a 1:30 reverse stock split in compliance with all SEC, FINRA and director Nevada laws, rules and regulations;
(f) the Company shall have paid all taxes due and owing in Pennsylvania resulting from its redomicile merger to the State of Nevada and taken all necessary corporate actions in furtherance of the Company and merger to the designees specified by satisfaction of the Purchaser;
(g) the License Shares shall have been delivered to Purchaser out of escrow simultaneously with the other escrow deliveries;
(h) the Shareholder shall have delivered to the Purchaser will have been appointed as officers and directors a certificate to the effect that (i) each of the Company; and
conditions specified above in this Section 9.1(a)–(g) is satisfied in all respects, and (vii) as of the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to Closing, the PurchaserCompany has no Liabilities. The Purchaser may waive any condition specified in this Section 10(a) 9.1 at or prior to the Closing in writing executed by the Purchaser.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser 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 Purchaser):
(a) the Majority Shareholders and the Company shall have performed the Human Use Tests described in the Test Protocol and the Human Use Tests shall have achieved the results set forth in the Test Protocol;
(b) the Sellers and the Company shall have performed or complied with all obligations and agreements required to be performed or complied with by the Purchaser in connection with any of them hereunder on or prior to the Closing are subject to satisfaction of the following conditions:(including, without limitation, those specified in Section 5.2);
(ic) the representations and warranties set forth of the Majority Shareholders and the Company contained in Sections 4 Section 2.1 of this Agreement and 5 above the representations and warranties of the Sellers contained in Section 2.2 of this Agreement shall be true and correct in all material respects at and as of the Closing DateDate 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);
(iid) the Seller there shall have performed and complied with all of her covenants hereunder in all material respects through the Closing;
(iii) be no order, decree or ruling by any Governmental Authority nor any action, suit, claim or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction by or before any arbitrator wherein an unfavorable injunctionGovernmental Authority shall be pending, judgmentwhich seeks to restrain, order, decree, rulingprevent or materially delay or restructure the transactions contemplated hereby or any Ancillary Document, or charge would (A) prevent consummation which otherwise questions the validity or legality of any of such transactions;
(e) 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;
(Bf) cause any the Company and the Sellers shall have obtained on terms and conditions satisfactory to the Purchaser all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, rulinghereby or any Ancillary Document, or charge shall be (ii) in effect)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;
(ivg) each director and officer of the Company designated in writing by the Purchaser shall have received the resignation resigned effective as of the sole officer Closing (or alternatively, the Sellers and director the Board of Directors of the Company shall have duly removed each director and the designees specified by the Purchaser will have been appointed as officers and directors of the Companyofficer so designated pursuant to California law); and
(vh) each of the Purchaser will documents to be delivered by Sellers or the Company pursuant to Section 5.2 shall have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to been so delivered by Sellers or the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) Company at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the transactions Transaction shall be subject to be performed by the Purchaser in connection with fulfilment at or prior to the Closing are subject to satisfaction of the following conditions, unless the Purchaser shall waive such fulfilment:
(ia) The Selling Parties shall have performed in all material respects their agreements and obligations contained in this Agreement and required to be performed on or prior to the Closing;
(b) The representations and warranties of the Selling Parties set forth in Sections 4 this Agreement shall be true and 5 above correct on and as of the Closing Date as if made on such date (except those representations and warranties that address matters only as a specified date, which shall be true and correct in all material respects at and as of that specified date), except where the Closing Datefailure of such representations and warranties to be true and correct would not have a Company Material Adverse Effect;
(iic) the Seller shall have performed and complied with all of her 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the The Purchaser shall have received from the resignation of Selling Parties an officer’s certificate, executed by the sole officer and director President of the Company dated the Closing Date, as to the satisfaction of the conditions in subsections (a) and (b) above;
(d) No Company Material Adverse Effect shall, in the designees specified by reasonable, good faith, judgment of the Purchaser will Purchaser, have taken place since the date of the balance sheet included in the Interim Financial Statements other than those, if any, that result from the changes permitted by, and transactions contemplated by, this Agreement;
(e) The Restructuring shall have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be completed, in form and substance reasonably satisfactory to the Purchaser. ;
(f) The Purchaser may waive any condition specified shall have received, on and as of the Closing Date, an opinion of counsel to SLD, confirming that the merger transaction described in this the first sentence of Section 10(a6.4(b) at or prior has been completed pursuant to the Closing laws of the State of Texas and that SLD is the survivor in writing the merger;
(g) The Owners shall have delivered to the Purchaser, except as otherwise requested by the Purchaser, the written resignations of all of the officers, directors and managers of the Company, to be effective as of the Closing, and will cause any other action to be taken with respect to those resignations that the Purchaser may reasonably request;
(h) Each of Xxxxxx X. XxXxxx, Xx. and Xxxxxxx X. Back shall have entered into five-year Non-competition Agreements and 12-month Consulting Agreements with the Purchaser in the forms attached hereto as Exhibits E and F;
(i) The Purchaser shall have received a counterpart of the Escrow Agreement, properly executed by the PurchaserIndemnifying Owners and the Escrow Agent;
(j) The Purchaser shall have received payoff letters in forms reasonably acceptable to the Purchaser executed by all holders of Debt of the total amount owed as of the Closing Date (with per diem amounts) to allow for payoff in full of all Debt at Closing; and
(k) The Purchaser shall have received, on and as of the Closing Date, such other closing documents and instruments as the Purchaser shall reasonably request, in each case reasonably satisfactory in form and substance to the Purchaser and its counsel.
Appears in 1 contract
Samples: Equity Interests Purchase Agreement (Hunt J B Transport Services Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are is subject to satisfaction of the following conditions:
(i) the representations and warranties of the Sellers set forth in Sections Section 4 and 5 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 her their covenants hereunder in all material respects through the Closing, and certificates for all of the Shares and stock powers in respect of all of the Shares duly executed by the Sellers shall have been deposited in escrow for transfer to Purchaser against payment of the Purchase Price ;
(iii) the Sellers shall have procured all of the third party consents required or asked of it in order to effect the Closing;
(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 or Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation, (C) affect adversely the right of the Purchaser to own the Shares and to control the Company, or (D) affect adversely the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ivv) the Sellers shall have delivered to the Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 10(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities;
(vi) the officers and directors of the Company shall have resigned from such positions effective immediately prior to Closing and the Purchaser’s designees for such positions shall have been duly appointed; provided, however, one of the current directors of the Company designated by the Purchaser shall remain in office until the expiration of ten days after the Company files with the SEC, and mails to its shareholders of record, an Information Statement pursuant to Rule 14f-1 of the Exchange Act;
(vii) the Purchaser shall have received the resignation of the sole officer completed its business, accounting and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors legal due diligence review of the Company, and the results thereof shall be satisfactory to the Purchaser;
(viii) the Sellers shall have caused the Company to deliver to Purchaser (A) its Certificate of Incorporation and By-Laws, each as amended to the Closing Date, certified by the Secretary of the Company, (B) to the extent available, the Company’s books and records, including without limitation, its minute book, stock ledger and and all other original corporate documents and agreements;
(ix) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTB Bulletin Board; and
(vx) all actions to be taken by the Purchaser will have received such pay-off letters Sellers in connection with consummation of the transactions contemplated hereby and releases relating all certificates, opinions, instruments, and other documents required to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases effect the transactions contemplated hereby will be satisfactory in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (UHF Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions Closing is subject to the satisfaction (or waiver by Purchaser) of the following further conditions:
(a) (i) Each of the Sellers shall have performed in all material respects all of its obligations hereunder required to be performed by the Purchaser in connection with it on or prior to the Closing are subject to satisfaction of the following conditions:
Date, (iii) the representations and warranties set forth of the Sellers contained in Sections 4 this Agreement and 5 above in any certificate or other writing delivered pursuant hereto (A) that are qualified by materiality or material adverse effect shall be true at and correct as of the Closing Date as if made at and as of such date, and (B) that are not qualified by materiality or material adverse effect shall be true in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed Date as if made at and complied with all as of her covenants hereunder in all material respects through the Closing;
such time, (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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation a certificate signed by each of the Sellers to the foregoing effect and such other information as the Purchaser may reasonably request to determine the satisfaction of this condition.
(b) There shall not be threatened, instituted or pending any action or proceeding by any Person before any court or governmental authority or agency, domestic or foreign, (i) seeking to restrain, prohibit or otherwise interfere with the purchase and sale of the Shares or the ownership or operation by the Company or the Purchaser of all or any material portion of the business or assets of the Company or of the Purchaser or any of their respective Affiliates or to compel the Company or the Purchaser or any of their respective Affiliates to dispose of all or any material portion of the business or assets of the Company or of the Purchaser or any of their respective Affiliates, (ii) seeking to impose or confirm limitations on the ability of the Purchaser effectively to exercise full rights of ownership of the Shares, including without limitation, the right to vote all additional Shares on all matters properly presented to the Company’s stockholders or (iii) seeking to require divestiture by the Purchaser of any Shares.
(c) There shall not be any action taken, or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the acquisition of the Shares, by any court, government or governmental authority or agency, domestic or foreign, that, in the reasonable judgment of the Purchaser could, directly or indirectly, result in any of the consequences referred to in clauses 7.02(b)(i) through 7.02(b)(iii) above.
(d) The Purchaser shall have received evidence establishing that, at the time of the Closing the representations and warranties contained in Section 3.04 shall be true and correct in all respects.
(e) The Purchaser shall have received all documents it may reasonably request relating to the existence of the Sellers and the authority of the Sellers to execute, deliver and perform this Agreement, all in form and substance satisfactory to the Purchaser.
(f) All obligations, agreements, contracts, powers of attorney, plans, leases, arrangements and commitments owed between any Affiliate, on the one hand, and the Company, on the other hand, as of the Closing shall have been settled or terminated.
(g) The Purchaser shall have received the following clearance certificates in the name of the Seller and the Company: (i) Debt Clearance Certificate - CND issued by the Instituto Nacional do Seguro Social (Brazilian Social Security Institute - INSS); (ii) Federal Taxes Clearance Certificate issued by the Secretaria da Receita Federal (Brazilian Federal Revenue Office); (iii) Clearance Certificate - CRS issued by the Fundo de Garantia por Tempo de Serviço (Brazilian Unemployment Compensation Fund - FGTS).
(h) The Purchaser shall have received (a) a written resignation from each one of the members of the Board of Directors of the Company, and (b) a written release from each member of the Board of Directors of the Company, releasing the Company from any and all obligations or liabilities that may be owed by the Company to such member in its capacity of member of Board of Directors and individual shareholder of the Company.
(i) The Purchaser shall have received evidence that the Company has obtained all the consents and approvals listed in Exhibit 3.08(b).
(j) The Purchaser shall have been satisfied, in its sole officer discretion, with the results of its legal, accounting, labor, tax and director business due diligence review of the Company, including, without limitation, the operation, business, assets, working capital, liabilities and prospects of the Company and any Affiliates thereof.
(k) Wachovia Bank, National Association shall have disbursed the designees specified loan contemplated by the Purchaser will have been appointed as officers $30,000,000 Second Amended and directors Restated Promissory Note and the Third Modification to Note and Loan Agreement and Reaffirmation of the Company; and
(v) the Purchaser will have received such pay-off letters Guaranty, among Lakeland, National Association Bank and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaserothers.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are Transactions is subject to satisfaction of the following conditionsconditions at or prior to the Closing:
(i) the Requisite Vote shall have been obtained;
(ii) the representations and warranties of the Seller set forth in Sections §4 and 5 above shall be true and correct in all material respects at and as of the Closing DateDate (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct at and as of the Closing Date would not constitute a Material Adverse Change; provided, that for purposes of determining whether the foregoing closing condition has been satisfied and the certifications to be made pursuant to §7(a)(xii), the representations and warranties of the Seller in §4 shall be considered without regard to any matter set forth in any Schedule Supplement to the Seller Schedules;
(iiiii) the Seller shall have performed and complied with all of her covenants hereunder with, in all material respects respects, all covenants, agreements, and obligations contained in this Agreement required to be performed or complied with by the Seller through the Closing;
(iiiiv) no action, suit, or proceeding the Seller 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 have delivered to the Purchaser (A) prevent consummation of any of a duly executed counterpart to the transactions contemplated by this Agreement or Security Agreement; (B) cause any of a duly executed counterpart to the transactions contemplated by this Agreement Stockholders Agreement; and (C) a duly executed counterpart to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, each other Transaction Document to which the Seller or charge shall be in effect)its Affiliates are a party;
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Seller shall have delivered to the Purchaser will stock certificates representing all of the Company Shares, duly endorsed in blank (or affidavits of lost certificates in lieu thereof) or accompanied by duly executed assignment documents in either case satisfactory in form and substance to the Purchaser;
(vi) the Seller shall have received delivered to the Purchaser a fully executed copy of the Contribution Agreement, and such pay-off letters other documents and releases relating to outstanding indebtedness and liabilities as it will have instruments reasonably requested by the Purchaser evidencing the consummation of the transactions contemplated thereby;
(vii) the Seller, the Company and such pay-off letters its Subsidiaries shall have given the notices and received all authorizations, consents, and approvals set forth in §7(a)(vii) of the General Schedules;
(viii) no Proceeding shall be pending before any Governmental Entity of competent jurisdiction seeking a preliminary or permanent injunction with respect to the consummation of the Transactions, and Order or Law of any Governmental Entity of competent jurisdiction prohibiting or restraining the consummation of the Transactions shall be in effect;
(ix) the Seller shall have delivered to the Purchaser duly executed resignations, effective as of the Closing, of each director and officer of the Company and its Subsidiaries other than those whom the Purchaser shall have specified in writing at least five (5) business days prior to the Closing, and duly executed agreements with those Persons specified in §7(a)(ix) of the General Schedules;
(x) the Seller shall have delivered to the Purchaser duly executed agreements, releases will be or other instruments, in form and substance reasonably satisfactory to the Purchaser, acknowledging the satisfaction in full by the Company and its Subsidiaries of all liabilities and obligations owed to the Seller prior to the Closing Date (other than those obligations and liabilities arising out of the Transaction Documents), including any liabilities described as or otherwise included as intercompany liabilities or payables on the Financial Statements;
(xi) the Seller shall have delivered to the Purchaser a fully executed license, in in form and substance reasonably satisfactory to the Purchaser, granting to the Company and its Subsidiaries (without further consideration) a perpetual, irrevocable, royalty-free, fully paid-up, worldwide right and license to utilize the Intellectual Property set forth in §7(a)(xi) of the General Schedules; and
(xii) the Seller shall have delivered to the Purchaser a duly executed certificate to the effect that each of the conditions specified above in §7(a)(ii), §7(a)(iii), §7(a)(vii) and §7(a)(viii) have been satisfied in all respects. The Purchaser may waive any condition specified in this Section 10(a§7(a) if the Purchaser executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in Sections Section 4 and 5 above hereof shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller and Shareholder shall have performed and complied with all of her their covenants hereunder in all material respects through the Closing;
(iiic) Seller and Shareholder shall have procured all of the necessary third party consents required for the assignment or novation of the Contracts with the Jet Propulsion Laboratory;
(d) 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 (Ai) prevent consummation of any of the transactions contemplated by this Agreement or Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation, or (iii) affect adversely, the right of the Purchaser to own, operate, or control the Assets (and no such injunction, judgment, order, order decree, rulingstipulation, injunction, or charge shall be in effect);
(ive) Seller shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in Section 7.1(a)-(d) is satisfied in all respects;
(f) Purchaser shall have received all other necessary authorizations, consents, and approvals of governments and governmental agencies for the transfer of the Assets to Purchaser;
(g) Purchaser shall have received fully executed employment agreements from Xx. Xxxx Xxxxxx and Xx. Xxxxxx Xxxxxx, in form and substance satisfactory to Purchaser, under which such individuals agree to be employed by Purchaser after the Closing;
(h) all actions and approvals to be taken by the Seller or Shareholder in connection with consummation of the transactions contemplated hereby (including approval of the Seller's or Shareholder's stockholders if required by law) and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be delivered to the Purchaser and will be in form satisfactory to Purchaser and its counsel;
(i) the Purchaser shall have received from Xxxx X. Xxxxxx, P.L.C., counsel for the resignation Seller and Shareholder, an opinion addressed to Purchaser dated the date of the sole officer Closing, and director in form and substance attached hereto as Exhibit D;
(j) the Purchaser shall have obtained the approval of its Board of Directors for the transactions contemplated by this Agreement;
(k) the Purchaser shall have received from the Seller its unaudited financial statements (income statements for fiscal years 1995 and 1996) and for the twelve-month period ended December 31, 1997, and for January 31, 1998, of the Company Business;
(l) Seller shall not have experienced any material adverse change in the Business or the Assets, and the designees specified by the Purchaser will have been appointed as officers and directors all of the CompanyContracts listed on Schedule 7.1(c) shall be in full force and effect;
(m) Seller shall not have lost any material customer or customers representing a significant amount of the Business nor shall the same have significantly curtailed the buying of services from Seller. For purposes of this Section 7.1(m), a "material customer" shall mean a customer to whom Seller invoiced at least $1,000,000.00 of services in calendar year 1997;
(n) Shareholder and/or Seller shall have caused the liens on the Assets held by NationsBank to be released;
(o) in the event Seller has been awarded the NASA Xxxx FIPS Contract, Seller and/or Shareholder and Purchaser shall have entered into, as of the Closing Date, a software license agreement substantially in a form acceptable to Purchaser and Seller, by which Purchaser has the right to use Seller's and/or Shareholder's software products for the performance of the NASA Xxxx FIPS Contract, which software license agreement shall contain a fee payable to Seller or Shareholder equal to two percent (2%) of the annual revenue realized by Purchaser under the NASA Xxxx FIPS Contract, but in no event more than Four Million Dollars ($4,000,000) over the entire term of the contract; and
(vp) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) 7.1 if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are under this agreement is subject to satisfaction the fulfillment, prior to or at the Closing, of each of the following conditions:conditions (any or all of which may be waived by the Purchaser):
(i) the documents and other items referred to in section 2.4 shall have been delivered; (ii) all the Company's representations and warranties set forth in Sections 4 and 5 above this agreement shall be have been true and correct in all material respects at and as on the date of the Closing Date;
this agreement; (iiiii) the Seller Company shall have performed and complied with all of her the covenants hereunder in all material respects through this agreement that are required to have been performed by it prior to or at the Closing;
(iiiiv) no actionthe Company shall have taken all action required by the law of the state of Delaware to amend the Company's certificate of incorporation to provide that the Company's authorized capital stock shall be comprised of 300,000,000 Common Shares and at least 5,000,000 shares of preferred stock, suit$.01 par value (the "Preferred Shares"), and either counsel for the Purchaser shall have confirmed to the Purchaser that all such action has been taken or the Purchaser shall have received the written opinion of Delaware counsel acceptable to the Purchaser in substantially the form of exhibit 2.3(a)(iv) (it being understood that Xxxxxxxx, Xxxxxx & Finger shall be deemed acceptable to the Purchaser); and (v) there shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in any action 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 against the consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaseragreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Fields Technologies Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the transactions contemplated hereby is further subject to be performed the satisfaction or, to the extent permitted by the Purchaser in connection with applicable law, waiver at or prior to the Closing are subject to satisfaction of the following conditions:
(ia) the The representations and warranties set forth of the Companies and the Company Holders contained in Sections 4 Article III and 5 above Article IV that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing DateClosing, except to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date);
(iib) the Seller Each Company and Company Holder shall have performed and or complied with all of her covenants hereunder in all material respects through the Closing;
(iii) no action, suit, its respective agreements and covenants contained in 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 or (B) cause any of the transactions contemplated by this Agreement that are required to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, performed or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified complied with by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing pursuant to the terms hereof;
(c) The Purchaser shall have received a certificate signed by each Company, dated the Closing Date, to the effect that the conditions set forth in writing executed Section 7.3(a) and Section 7.3(b) hereof with respect to such Company have been satisfied;
(d) The Purchaser shall have received a certificate signed by the PurchaserSeller Representative, dated the Closing Date, to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) hereof with respect to the Company Holders have been satisfied; and
(e) Since the date of this Agreement there shall not have been any Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Cardtronics Inc)
Conditions to Obligation of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in Sections 4 and 5 Article III above (without giving effect to any supplement of the Seller Disclosure Schedules) shall be true and correct in all material respects at the Closing Date as if made on and as of such date (except for any representations and warranties made as of a specific date, which shall be true and correct as of the Closing Datespecified date, and except for any representations and warranties which are qualified as to “materiality,” “material adverse effect” or other similar qualifiers, in which case such representations and warranties shall be true and correct in all respects);
(iib) DGT and the Seller shall have performed and complied with all of her covenants hereunder in all material respects through with all of the Closingagreements and covenants required to be performed by or complied with by it prior to the Closing Date;
(iiic) no action, suit, or proceeding there shall not 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, orderOrder, decree, rulingstipulation, injunction, or charge would (A) prevent in effect or Legal Requirement promulgated by any Governmental Authority preventing consummation of any of the transactions contemplated by this Agreement or Agreement;
(Bd) cause any the Seller shall have delivered to the Purchaser (i) a certificate to the effect that each of the transactions contemplated by conditions specified in Section 6.1(a)-(c), (e), (f), (h) and (i) is satisfied in all respects and (ii) the additional items described in Section 2.5(b) above;
(e) this Agreement to be rescinded following and the consummation of the Contemplated Transactions shall have been adopted and approved at the DGT Stockholders Meeting by the holders of at least two-thirds of the outstanding shares of capital stock of DGT (and no such injunction, judgment, order, decree, ruling, or charge shall be in effectthe “DGT Stockholders Approval”);
(ivf) all of the consents, notices, approvals, ratifications, permissions, waivers, orders or authorizations, or registrations, qualifications, designations, declarations or filings set forth on Schedule 6.1(f) (the “Material Consents”) shall have been obtained or made by DGT or the Seller in form and substance reasonable satisfactory to the Purchaser;
(g) the Parties shall have received written notice from CFIUS that all review and, if applicable, investigation under Exon-Xxxxxx of the Contemplated Transactions has been concluded and that CFIUS has determined there are no unresolved national security concerns with respect to the Contemplated Transactions, and notwithstanding such written confirmation, CFIUS shall not have required any mitigation arrangement or imposed any condition on the Purchaser, including mitigation or conditions pursuant to Section 721(l) of Exon-Xxxxxx, that are unacceptable to the Purchaser. Notwithstanding anything to the contrary contained herein, Purchaser shall not be required to agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that could reasonably be expected to limit its freedom of action with respect to, or ability to retain, one or more of the Seller’s businesses, product lines or assets being transferred pursuant to the terms of this Agreement;
(h) except with respect to Permitted Liens, the Acquired Assets shall not be subject to any Related Party or third party indebtedness (including any guaranties or capitalized leases), and the Seller shall have delivered to the Purchaser UCC-3 termination statements providing for the release and termination of any and all Liens other than Permitted Liens encumbering any of the Acquired Assets, and shall otherwise have taken all such actions as may be reasonably necessary to cause any such Liens encumbering any of the Acquired Asset to be released and terminated to the satisfaction of the Purchaser, on or prior to the Closing Date;
(i) there shall not have been any Seller Material Adverse Change since July 30, 2011;
(j) the Seller shall have entered into the Lease;
(k) DGT shall have entered into the Escrow Agreement;
(l) the Transition Services Side Letter shall have been executed by each of the Seller and DGT;
(m) the Seller shall have filed its final voluntary self-disclosure with the U.S. Department of State in a form reasonably satisfactory to the Purchaser; and
(n) the Purchaser shall have received at or prior to the resignation Closing:
(A) a good standing certificate for the Seller from the Secretary of State of Delaware as to the legal existence and good standing of the sole officer Seller;
(B) certificates of appropriate governmental officials in each jurisdiction listed in Schedule 3.1(a) as to the due qualification and director good standing of the Company and the designees specified by Seller in each such jurisdiction;
(C) a certificate in a form satisfactory to the Purchaser will have been appointed as officers and directors of from the CompanySeller in accordance with Treasury Regulation 1.1445-2(b)(2) that it is not a foreign person; and
(vD) such other documents as the Purchaser will have received such pay-off letters may reasonably request for the purpose of (x) evidencing the performance by DGT and releases relating the Seller of, or the compliance by DGT and the Seller with, any covenant or obligation required to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be performed or complied with by DGT or the Seller or (y) evidencing the satisfaction of any condition referred to in form and substance reasonably satisfactory to the Purchaserthis Section 6.1. The Purchaser may waive any condition specified in this Section 10(a) 6.1 if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in Sections Section 4 and 5 above shall will be true and correct in all material respects at and as of the Closing Date;:
(iib) the Seller shall will have performed and complied with all of her its covenants hereunder in all material respects through the Closing;
(iiic) no there will not be any action, suit, 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 Entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (Bii) cause any of the transactions contemplated by this Agreement or Ancillary Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)consummation;
(ivd) all applicable waiting periods (and any extension thereof) under the Xxxx-Xxxxx-Xxxxxx Act will have expired or otherwise been terminated without the objection of any of the relevant federal authorities;
(e) the Seller will have delivered to the Purchaser shall have received a certificate to the resignation effect that each of the sole officer conditions specified above are satisfied in all respects;
(f) the Seller will have executed and director of the Company and the designees specified by delivered to the Purchaser the documents identified in Section 3.3;
(g) the Seller and Teledyne Japan will have been appointed as officers and directors of entered into the CompanyTeledyne Japan Agreement; and
(vh) the Purchaser will Seller shall have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to entered into the PurchaserAutoliv Purchase Orders. The Purchaser may waive any condition specified in this Section 10(a) 9.1, other than Section 9.1(d), if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Special Devices Inc /De)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to purchase and pay for the Shares and the Transferred Assets and assume the Assumed Liabilities and consummate the transactions Proposed Transactions is subject to be performed the satisfaction (or written waiver by the Purchaser in connection with the Closing are subject to satisfaction Purchaser) of the following conditionsconditions precedent:
(a) Representations and Warranties and Covenants.
(i) the representations and warranties set forth in Sections 4 and 5 above (A) The Fundamental Representations shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such time (other than any such representations that address matters as of a particular date, which shall be true and correct in all material respects as of such date) and the representation and warranty set forth in Section 4.04(b) (including for the avoidance of doubt the reference to Material Adverse Effect) shall be true and correct in all respects as of the Closing Date, as if made at and as of such time and (B) all other representations and warranties of the Seller contained in Article III and Article IV (disregarding all qualifications and exceptions contained therein relating to materiality, including references to “Material Adverse Effect”) shall be true and correct in all respects as of the Closing Date, as if made at and as of such time, except for (x) breaches of representations and warranties that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (y) those representations and warranties that address matters as of a particular date, which, subject to clause (x) above, shall be true and correct as of such date;
(ii) the Seller shall have performed covenants and complied with all of her 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 agreements of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by Seller contained in this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, complied with by the Seller at or charge before the Closing shall be have been complied with in effect);all material respects; and
(iviii) the Purchaser shall have received the resignation a certificate of the sole Seller, signed by a duly authorized officer thereof and director dated as of the Company Closing Date, certifying the matters set forth in Sections 8.01(a)(i) and (ii) above and Section 8.01(d) below (the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Seller’s Closing in writing executed by the PurchaserCertificate).
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the transactions contemplated hereby is further subject to be performed the satisfaction or, to the extent permitted by the Purchaser in connection with applicable Law, waiver at or prior to the Closing are subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in Sections 4 and 5 above of the Sellers contained herein shall be true and correct in all material respects at as of the date hereof and as of the Closing DateDate as though made on the Closing Date (without regard to materiality qualifiers contained therein), except (i) to the extent such representations and warranties expressly speak as of an earlier date, in which case as of such earlier date and (ii) for those failures to be true and correct that would not, individually or in the aggregate have, or be reasonably likely to (A) have a material adverse effect on (x) the ability of the Sellers to (1) perform its obligations under this Agreement or (2) consummate the transactions contemplated hereby or (y) the attributes of, or material benefits associated with, ownership of the Shares by the Purchaser (including dividend and voting rights) at and following the Closing or (B) result in the Purchaser incurring a material liability;
(iib) the Seller Sellers shall have performed and complied with all of her covenants hereunder in all material respects through the Closing;
(iii) no action, suit, each of its agreements and covenants contained in 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 or (B) cause any of the transactions contemplated by this Agreement that are required to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, performed by it at or charge shall be in effect)prior to the Closing pursuant to the terms hereof;
(ivc) neither the Sellers nor the Company nor any of their respective affiliates shall have taken any action which (i) has the effect of prohibiting the Purchaser from acquiring all of the Shares or (ii) could reasonably be likely to adversely affect any attributes of, or material benefits associated with, the Purchaser’s ownership of the Shares (including dividend and voting rights); provided, however, that in the event of the occurrence of any action with respect to any matter described in clause (ii) above, this condition shall be deemed to have been automatically waived by the Purchaser for the limited purposes of such action if the Purchaser has not terminated this Agreement under Section 7.1(f) on or before the date that is ten (10) Business Days from the date that the Purchaser received written notice from the Sellers of such action;
(d) the Purchaser shall have received the resignation a separate certificate signed by an executive officer each of the sole officer Sellers, dated the Closing Date, to the effect that the conditions set forth in Sections 6.3(a), 6.3(b), 6.3(c), 6.3(e), 6.3(g), 6.3(h), 6.3(i) and director of the Company and the designees specified by the Purchaser will 6.3(j) hereof have been appointed as officers and directors of the Company; andsatisfied;
(ve) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be Sellers shall deliver evidence in form and substance reasonably satisfactory to the Purchaser that the Release of Liens has occurred including, without limitation, the delivery of Uniform Commercial Code financing UCC-3 collateral change statements, discharges or other appropriate termination statements, recordings and other actions that the Purchaser deems necessary or advisable;
(f) no Governmental Approval that is necessary for the consummation of the transactions contemplated hereby shall contain a Material Negative Condition; provided, however, that, without limiting the Purchaser. The Purchaser may waive ’s rights under this condition with respect to any of clauses 5.2(a)(i), (iii) and (iv), the Purchaser’s right to invoke the condition specified as it solely relates to any action, limitation, condition or restriction of the type described in Section 5.2(a)(ii) shall expire on the next Business Day following the date that is one-hundred twenty (120) days following the date of this Section 10(aAgreement;
(g) at the capital and surplus of VFIC set forth in its latest quarterly statement on file with or submitted to the Department as of the business day immediately preceding the Closing Date shall not be less than $90,000,000;
(h) the gross amounts owed as of the most recent quarter-end prior to the Closing Date for which such data is available (which in writing executed any event shall be for the most recent quarter then ended if the Closing Date occurs on or after forty-five (45) days following the end of the most recent quarter then ended) by the Sellers and their affiliates to the Company and its affiliates pursuant to the Reinsurance Contracts (the “Closing Date Gross Amount”) shall at the Closing in no event exceed the amounts stated in the information previously provided by the Sellers to the Purchaser.; provided, that five (5) Business Days prior to the Closing Date the Sellers shall deliver to the Purchaser a statement of the such Closing Date Gross Amount and, to the extent such Closing Date Gross Amount exceeds the amounts stated in the information previously provided by the Sellers to the Purchaser, the Sellers shall have ten (10) Business Days to cure such excess amounts;
(i) at the Closing Date:
(A) the amount equal to (x) the Closing Date Gross Amount less (y) the amounts on deposit in the security fund (the “Deposit Amount”) as of the Closing Date securing the obligations of the Seller to the Company under the Reinsurance Agreements pursuant to the Security Fund Agreement, dated September 3, 2004 (or any successor thereto) (such resulting amount, the “Closing Date Net Amount”), shall be not more than
(B) the amount equal to 2/3 multiplied by (x) the gross amounts stated in the information previously provided by the Sellers to the Purchaser as of December 31, 2004 less (y) the Deposit Amount as of December 31, 2004; provided that five (5) Business Days prior to the Closing Date the Sellers shall deliver to the Purchaser a statement of the Closing Date Net Amount and to the extent the Closing Date Net Amount exceeds the Closing Date Target Net Amount, the Sellers shall have ten (10) Business Days to cure such excess amounts;
Appears in 1 contract
Samples: Stock Purchase Agreement (Vesta Insurance Group Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(ia) the representations and warranties of the Sellers set forth in Sections Section 4 and 5 above shall will be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller shall Sellers will have performed and complied with all of her its covenants hereunder in all material respects through the ClosingClosing Date;
(iiic) no there will not be any 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, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, (Bii) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation consummation, (iii) affect materially and adversely the right of the Purchaser following the Closing Date to own the Company Shares or to control the Company, or (iv) affect materially and adversely, the right of the Company to own their assets or to operate their businesses as presently operated (and no such injunction, judgment, order, decree, ruling, ruling or charge shall will be in effect);
(ivd) the Sellers will have obtained all consents, releases, waivers and other documentation required in order for the Sellers to transfer and deliver the Company Shares to the Purchaser and fulfill their other obligations hereunder;
(e) the Sellers will have delivered to the Purchaser a certificate to the effect that each of the conditions specified above are satisfied in all respects;
(f) the Sellers will have delivered to the Purchaser an executed counterpart of each of the Ancillary Agreements to which they are a signatory;
(g) the Purchaser will have received the resignations, effective as of the Closing, of each of the directors and officers of the Company, other than those whom the Purchaser has specified in writing at least 2 business days prior to the Closing;
(h) the Purchaser shall have received an opinion of counsel to the resignation Sellers substantially in the form attached hereto as Exhibit D;
(i) the Sellers shall have delivered to Purchaser a Good Standing Certificate for the Company, dated within ten (10) days of the sole officer and director Closing Date, for each jurisdiction in which the Company is required to be qualified to conduct business;
(j) all actions to be taken by the Sellers in connection with consummation of the Company transactions contemplated hereby and all certificates, instruments and other documents required to effect the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases transactions contemplated hereby will be reasonably satisfactory in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) 10.1 if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 1 contract
Samples: Stock Purchase Agreement (American National Financial Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(ia) the representations and warranties of the Sellers set forth in Sections Section 4 and 5 above shall will be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller shall Sellers will have performed and complied with all of her its covenants hereunder in all material respects through the ClosingClosing Date;
(iiic) no there will not be any 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, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, (Bii) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation consummation, (iii) affect materially and adversely the right of the Purchaser following the Closing Date to own DOT(SR) Shares or to control DOT(SR), or (iv) affect materially and adversely, the right of DOT(SR) to own their assets or to operate their businesses as presently operated (and no such injunction, judgment, order, decree, ruling, ruling or charge shall will be in effect);
(ivd) the Sellers will have obtained all consents, releases, waivers and other documentation required in order for the Sellers to transfer and deliver DOT(SR) Shares to the Purchaser and fulfill their other obligations hereunder;
(e) the Sellers will have delivered to the Purchaser a certificate to the effect that each of the conditions specified above are satisfied in all respects;
(f) the Purchaser shall have received an opinion of counsel, such counsel or counsels being licensed to practice law in the resignation State of Florida, to the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be Sellers in form and substance reasonably acceptable to the Purchaser;
(g) all actions to be taken by the Sellers 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 Purchaser. The Purchaser may waive any condition specified in this Section 10(a) 8.1 if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions Closing shall be subject to be performed the satisfaction (or waiver by the Purchaser in connection with Purchaser), at or prior to the Closing are subject to satisfaction Closing, of each of the following conditions:
(a) (i) each of the Seller Fundamental Representations and the representations and warranties set forth in the first two sentences of Sections 4 and 5 above 3.4(a) shall be true and correct in all material respects at respects, both as of the date of this Agreement and as of the Closing Date; and (ii) all other representations and warranties of the Seller and Parent Company contained in this Agreement shall be true and correct in all respects (without giving effect to “Material Adverse Effect” or other materiality qualifiers therein), both as of the date of this Agreement and as of the Closing Date, except to the extent that any such untruth or incorrectness would not, individually or in the aggregate, result in a Material Adverse Effect;
(b) each of the covenants and agreements contained in this Agreement to be performed by the Seller at or before the Closing shall have been performed in all material respects by the Company at or before the Closing;
(c) all applicable waiting periods (or extensions thereof) under the HSR Act shall have expired or been terminated with respect to the transactions contemplated hereby;
(d) no Law or Order shall have been enacted, issued, promulgated, enforced or entered by any Governmental Entity or Judicial Authority that prohibits the consummation of the Transactions, and no Proceeding shall have been instituted against either the Parent Company, the Seller, the Company, any Company Subsidiary or the Purchaser or any of their respective Affiliates seeking to restrain or prohibit the consummation of the Transactions;
(e) no Material Adverse Effect shall have occurred since the date of this Agreement;
(f) each of the Required Consents and the Required Seller Governmental Approvals shall have been obtained, each in a form reasonably acceptable to the Purchaser;
(g) other than: (i) the capitalized lease obligations of the Company and the Company Subsidiaries set forth in Section 8.2(g) in the Company Disclosure Schedule; and (ii) the Current Liabilities included in the NWC, the Seller shall have repaid or caused to be repaid, all Indebtedness of the Company and the Company Subsidiaries (including any prepayment penalties associated with the repayment of such Indebtedness), and the Seller shall have caused all Liens on the Equity Interests, the Company, any of the Company Subsidiaries, or any of their respective assets, shares of capital stock or limited liability company interests (as applicable), including those related to any Indebtedness or obligations under the Credit Agreement, to be released and discharged as of the Closing Date and provided reasonable evidence thereof to the Purchaser;
(h) the Seller shall have performed caused all Intercompany Transactions (including all intercompany receivables and complied payables to which the Company or any Company Subsidiary is a party with all of her 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of Persons other than the Company and the designees specified by the Purchaser will Company Subsidiaries) to have been appointed terminated without any further liability to the Company or the Company Subsidiaries (any such Liability associated with an Intercompany Transaction being referred to herein as officers and directors of the Companyan “Intercompany Liability”); and
(vi) any items required to have been delivered by the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) Seller at or prior to the Closing in writing executed by the Purchaserpursuant to Section 2.3(a) shall have been so delivered.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation All obligations of the Purchaser pursuant to this Agreement including, without limitation, the obligations to consummate the transactions to contemplated hereby at the Closing, shall be performed by the Purchaser in connection with the Closing are subject to satisfaction the satisfaction, prior to or at the Closing, of the following conditions:conditions precedent (any one or more of which may be waived in writing by the Purchaser):
(ia) Each of the representations and warranties set forth of MANO, MANO I or the Sellers contained in Sections 4 this Agreement and 5 above the representations and warranties in the other Seller Documents shall be true true, correct and correct in all material respects at complete (without reference to any materiality qualifications contained therein, including, without limitation, reference to any Material Adverse Effect) as of the date made and as of the Closing DateDate as if made on and as of the Closing Date (except to the extent that any representation or warranty is made expressly as of a specific date, in which case such representation or warranty shall be true, correct and complete as of such specified date), except if the failure of such representations and warranties to be true, correct and complete as of any such dates would not, individually or in the aggregate, have a Material Adverse Effect;
(iib) the Seller The Sellers, MANO, MANO I and Manischewitz and their Subsidiaries shall have observed and performed and complied with all of her covenants hereunder in all material respects through the Closing;
(iii) no actioneach of their respective agreements, suit, covenants and obligations under this Agreement required to be observed 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 performed by any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) them at or prior to the Closing pursuant to the terms hereof;
(c) The Purchaser shall have received a certificate of a duly authorized officer of MANO, the general partner of KBMC and a manager of MANO I as to the satisfaction of the conditions set forth in writing Section 7.2(a) and (b);
(d) The Purchaser shall have received the deliveries pursuant to Sections 2.4(a)(ii), and 2.4(a)(iii) hereof and the deliveries pursuant to Section 2.4(b);
(e) The Purchaser shall have received the opinion of Xxxxxxxxxx Hyatt Xxxxxx & Xxxxxxxxxx, P.C., counsel to the Sellers, MANO, MANO I and Manischewitz, in the form of Exhibit 3 attached hereto;
(f) No Material Adverse Effect or any event which would materially impair, hinder or adversely affect the ability of any of the Sellers to consummate the transactions contemplated hereby shall have occurred;
(g) The Purchaser shall have received copies of all consents and Authorizations contemplated by Section 6.3(a) necessary or required to be obtained by the Sellers, MANO, MANO I and Manischewitz in order for each of them to consummate the transactions contemplated hereby;
(h) The Escrow Agreement (as such term is hereinafter defined) shall have been executed and delivered by KBMC and the Escrow Agent (as such term is hereinafter defined);
(i) The Purchaser shall have received evidence reasonably satisfactory to the Purchaser that all of the Options have been cancelled as contemplated by Section 6.14 hereof and the Purchaser shall have received copies of each of the Optionholder Agreements executed by each of the Optionholders and MANO I;
(j) The Purchaser shall have received evidence that all the obligations of Manischewitz under the Credit Agreement dated as of May 31, 1996 with Banque Indosuez and the lending institutions listed therein (the "Credit Agreement") shall be terminated and all amounts outstanding thereunder shall be paid in full immediately upon the occurrence of the Closing, and the Liens on all collateral pledged to the banks thereunder shall be released immediately upon the occurrence of the Closing, or UCC-3's or other termination statements in form, substance and scope acceptable to the Purchaser with respect to such Liens (the "Termination Statements") shall have been delivered to the Purchaser prior to or at the Closing;
(k) The Purchaser shall have received, at its sole cost and expense, a policy of title insurance, dated as of the Closing Date and issued by the Purchaser's title insurance company with respect to all Owned Property and all Leased Property (in amounts acceptable to Purchaser), subject only to the Permitted Liens, together with (i) surveys acceptable to the Purchaser of all owned Property and all Leased Property, which, which surveys shall be certified to the Purchaser, any holder of any Lien and the Purchaser's title insurance company, showing the locations of all buildings, all other improvements and the Permitted Liens, (ii) insurance that the Permitted Liens have not violated and that a violation shall not cause a forfeiture or right or reentry and (iii) such other title insurance as the Purchaser shall reasonably require;
(l) The letter agreement dated the date hereof among Xx. Xxxxxx Xxxxx, Manischewitz and MANO I (the "Kroll Letter Agreement"), a copy of which is attached hereto as Schedule 7.2(m) shall be in full force and effect and shall not have been amended or modified;
(m) The Members' Agreement dated as of May 31, 1996, between MANO I, KBMC, MANO and the Optionholders shall be terminated; and
(n) The Purchaser shall have received such officer certificates, good standing certificates, resolutions, incumbency certificates, documents and instruments as the Purchaser's counsel may reasonably request in connection with this Agreement and the consummation of the transactions contemplated hereby.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are under this Agreement is subject to the satisfaction of the following conditions:
(ia) the The representations and warranties of Sellers set forth in Sections Section 4 and 5 above shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller The Sellers shall have performed and complied with all of her their covenants hereunder in all material respects through the ClosingClosing Date;
(iiic) 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 nor shall Sellers or before Purchaser have received any arbitrator written threat of any such action, suit or proceeding, wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation, or (iii) affect adversely the right of the Purchaser to own, operate, or control the Book of Business (and no such injunction, judgment, order, decree, rulingstipulation, injunction or charge shall be in effect);
(ivd) The Sellers shall have delivered to the Purchaser a certificate to the effect that they have satisfied the conditions set forth in subparagraphs (a), (b), and (c) in all respects;
(e) If applicable, all waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act of 1976 shall have expired or otherwise been terminated;
(f) If applicable, all approvals shall have been received and all waiting periods (and any extensions thereof) shall have expired pursuant to the requirements of the insurance laws and regulations of the states of Alabama, Missouri, and Kansas;
(g) The Sellers and Purchaser shall have received entered into the resignation Reinsurance Treaties in substantially the form attached hereto as Schedule 7.04(a) and Schedule 7.04(b) and said Treaties shall be in effect on the Effective Date;
(h) The Sellers and Purchaser shall have entered into the Management Agreement in the form attached hereto as Schedule 7.06 and said Agreement shall be in effect on date of Closing;
(i) Seller shall have delivered an Assignment and Xxxx of Sale transferring the sole officer Book of Business of Purchaser free and director clear of the Company all liens, claims and the designees specified by the Purchaser will encumbrances, except as herein contemplated;
(j) All required consents of third parties to transaction shall have been appointed obtained at or prior to Closing;
(k) Sellers shall have delivered an opinion of their counsel, Husch & Eppenberger, LLC, addressed to Purchaser and to the reasonable satisfaction of Purchaser as officers to the matters addressed in Sections 4.01 (excluding qualification as a casualty insurer in states other than Missouri), 4.02, 4.03, 4.04 and directors 4.05 of the Companythis Agreement; and
(vl) All actions to be taken by the Purchaser will have received such pay-off letters Seller in connection with the consummation of the transactions contemplated hereby and releases relating all certificates, opinions, instruments and other documents required to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases effect the transactions contemplated hereby will be reasonably satisfactory in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Medical Defense Holding Co)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 and 5 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 her its 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company;
(v) the Purchaser will have received an opinion of counsel to the Sellers and the Company relating to the matters set forth in this Agreement and such opinion will be in form and substance reasonably satisfactory to the Purchaser; and
(vvi) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (China Packaging Group Inc.)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated hereby is subject to be performed by the Purchaser in connection with satisfaction at or prior to the Closing are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 and 5 above §3 of this Agreement shall be true and correct in all material respects at and as of the Closing Date and each Funding Date;
(ii) the each Seller shall have performed and complied with all of her his respective covenants hereunder in all material respects through respects;
(iii) Sellers, the Company and its Subsidiaries shall have procured all of the third party consents specified in §5(b) above unless Purchaser expressly and specifically waives same in writing at Closing;
(iiiiv) 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 or Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation, (C) affect adversely the right of the Purchaser to own the Company Shares and to control the Company, or (D) affect adversely the right of the Company or any Subsidiary to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ivv) each Seller shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in §7(a)(i)-(iv) is satisfied in all respects;
(vi) the Company and all Subsidiaries shall have received all necessary Permits or authorizations of Governmental Bodies referred to in §5(b) above;
(vii) the Company shall not have outstanding any capital stock or other equity or debt securities, or rights to acquire any such securities, except for the Company Shares;
(viii) those employees of the Company identified on Schedule C shall have entered into the Employment Agreements, on such terms as shall be acceptable to the Purchaser in its discretion;
(ix) the Purchaser shall have received from counsel to the Sellers an opinion in form and substance as set forth in Exhibit F to this Agreement, addressed to the Purchaser and dated as of the Closing Date;
(x) the Purchaser shall have received the resignation written resignations, effective as of the sole Closing, of each director and officer and director of the Company and the designees specified by Subsidiaries other than those whom the Purchaser will shall have been appointed as officers and directors specified in writing at or prior to the Closing;
(xi) the Purchaser shall have completed its due diligence review of the CompanyCompany and shall be satisfied with the results thereof, in its sole discretion;
(xii) the Purchaser's board of directors shall have approved the acquisition of the Company Shares on substantially the terms and conditions set forth in this Agreement; and
(vxiii) all actions to be taken by the Purchaser will have received such pay-off letters Sellers in connection with consummation of the transactions contemplated hereby and releases relating all certificates, opinions, instruments, and other documents required to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will effect the transactions contemplated hereby shall be satisfactory in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a§7(a) if it executes a writing specifically and expressly so stating at or prior to the Closing in writing executed Closing. A waiver of one condition shall not be deemed to waive or eliminate any other condition, and there shall be no waiver by the Purchaserimplication or inference.
Appears in 1 contract
Samples: Stock Purchase Agreement (Able Telcom Holding Corp)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the transactions contemplated hereby are further subject to be performed the satisfaction or, to the extent permitted by the Purchaser in connection with applicable law, waiver at or prior to the Closing are subject to satisfaction of the following conditions:
(i1) the The representations and warranties set forth of each of the Company and the Selling Stockholder contained in Sections 4 this Agreement (i) to the extent qualified as to materiality shall be true and 5 above correct and (ii) to the extent not so qualified shall be true and correct, except that this clause (ii) shall be deemed satisfied so long as any failures of such representations and warranties to be true and correct, taken together, do not have a Material Adverse Effect; in the case of each of (i) and (ii), as of the date hereof and as of the time of the Closing as if made at and as of such time, except to the extent such representations and warranties speak as of an earlier date, in which case they shall be true and correct in all material respects at and as of the Closing Datesuch earlier date;
(ii2) the Seller shall have performed and complied with all of her 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director Each of the Company and the designees specified Selling Stockholder shall have performed in all material respects each of their respective obligations under this Agreement required to be performed by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) them at or prior to the Closing pursuant to the terms hereof;
(3) The Purchaser shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the effect that the conditions set forth in writing Sections 6.3(a) and 6.3(b) hereof have been satisfied;
(4) The Company and its Subsidiaries shall not have any outstanding indebtedness for borrowed money, and the capital stock and assets of the Company and its Subsidiaries shall not be encumbered by any Liens; (1)
(5) At the Closing, the Purchaser shall have received from the Selling Stockholder a certificate or certificates evidencing all of the Shares, duly endorsed in blank or accompanied by stock powers duly executed by in blank, in proper form for transfer, with all signatures guaranteed and with any requisite stock transfer tax stamps properly affixed thereto; and
(6) The Company and the PurchaserSelling Stockholder shall have entered into the Escrow Agreement.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(ia) the representations and warranties of the Sellers set forth in Sections Section 4 and 5 above shall will be true and correct in all material respects at and as of the Closing Date;
(iib) the Seller shall Sellers will have performed and complied with all of her its covenants hereunder in all material respects through the ClosingClosing Date;
(iiic) no there will not be any 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, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, (Bii) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation consummation, (iii) affect materially and adversely the right of the Purchaser following the Closing Date to own the Pioneer Company Shares or to control the Pioneer Companies, or (iv) affect materially and adversely, the right of the Pioneer Companies to own their assets or to operate their businesses as presently operated (and no such injunction, judgment, order, decree, ruling, ruling or charge shall will be in effect);
(ivd) the Sellers will have obtained all consents, releases, waivers and other documentation required in order for the Sellers to transfer and deliver the Pioneer Company Shares to the Purchaser and fulfill their other obligations hereunder;
(e) the Sellers will have delivered to the Purchaser a certificate to the effect that each of the conditions specified above are satisfied in all respects;
(f) the Sellers will have delivered to the Purchaser an executed counterpart of each of the Ancillary Agreements to which they are a signatory;
(g) the Purchaser will have received the resignations, effective as of the Closing, of each of the directors and officers of the Pioneer Companies, other than those whom the Purchaser has specified in writing at least five business days prior to the Closing;
(h) the Purchaser shall have received consents substantially in the resignation form attached hereto as Exhibit D executed by each of the sole officer and director spouses of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; andSellers;
(vi) the Purchaser will shall have received such pay-off letters and releases relating an opinion of counsel to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be the Sellers in form and substance reasonably acceptable to the Purchaser;
(j) the Sellers shall have delivered to the Purchaser the Sellers' Life Insurance Policy; and
(k) all actions to be taken by the Sellers 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 Purchaser. The Purchaser may waive any condition specified in this Section 10(a) 10.1 if it executes a writing so stating at or prior to the Closing in writing executed by the Purchaser.the
Appears in 1 contract
Samples: Stock Purchase Agreement (American National Financial Inc)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the transactions Transaction shall be subject to be performed by the Purchaser in connection with fulfillment at or prior to the Closing are subject to satisfaction of the following conditions:, unless the Purchaser shall waive such fulfillment.
(i1) This Agreement and the representations transactions contemplated hereby shall have received all approvals, consents, authorizations, and warranties set forth waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors and the shareholder of the Merger Subsidiary) required to consummate the Transaction (including the expiration of any applicable waiting period under any regulation or statute).
(2) There shall not be in Sections 4 and 5 above effect a preliminary or permanent injunction or other order by any federal or state court which prohibits the consummation of the Transaction.
(3) The Company shall be true and correct have performed in all material respects at each of its agreements and obligations contained in this Agreement and required to be performed on or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the Transaction.
(4) No material adverse change shall, in the reasonable judgment of the Purchaser, have taken place in the business, condition (financial or otherwise), operations, or prospects of the Company or GBEM since the date of the Company Balance Sheet and the GBEM Balance Sheet other than those, if any, that result from the changes permitted by, and transactions contemplated by, this Agreement.
(5) The representations and warranties of the Company set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of the Purchaser, do not materially and adversely affect the business, condition (financial or otherwise), operations, or prospects of the Company or GBEM as of the Closing Time as if made as of such time.
(6) The Purchaser shall have received from the Company an officer's certificate, executed by the Chief Executive Officer and the Chief Financial Officer of the Company (in their capacities as such) dated the Closing Date, as to the satisfaction of the conditions in paragraphs (3), (4) and (5) above.
(7) The Purchaser shall have received, on and as of the Closing Date;, an opinion of Counsel to the Company, substantially as to the matters set forth in Sections 4.1, 4.2, 4.3 (including satisfaction of shareholder, governmental and regulatory approvals and requirements), 4.4 (to the best of the knowledge of such counsel as to parts (2), (3), (4), and (5)), and 4.7 (4 through 9 and 11) (to the best of the knowledge of such counsel) of this Agreement, all subject to customary limitations reasonably acceptable to Counsel to the Purchaser, and which may be based on opinions of Local Counsel to the extent such Counsel is not admitted to practice in a jurisdiction relevant to such opinion, provided such opinion of Local Counsel is delivered to the Purchaser; and such other closing documents and instruments as the Purchaser shall reasonably request, in each case reasonably satisfactory in form and substance to the Purchaser and its counsel.
(ii) 8) No persons who own shares of common stock of the Seller Company shall have performed and complied with all of her covenants hereunder in all material respects through the Closing;indicated a desire to exercise dissenters' rights.
(iii9) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the The Purchaser shall have received the resignation of the sole officer and director from each employee of the Company and GBEM a signed Letter of Employment Understanding, in the designees specified by the form attached hereto as Exhibit 7.1(9).
(10) The Purchaser will shall have been appointed as officers and directors received from each shareholder of the Company; and
(v) Company a signed Investment Representation Letter, in the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities form attached hereto as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the PurchaserExhibit 7.1(10).
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to be performed the satisfaction or waiver, at or prior to Step 2 Closing or Step 3 Closing by the Purchaser in connection with the Closing are subject to satisfaction Purchaser, of each of the following conditions:
(ia) the representations and warranties set forth in Sections 4 and 5 above Seller Fundamental Representations shall be true and correct in all material respects at as of the date of this Agreement and as of the relevant Closing Date as though made on and as of such date;
(b) the representations and warranties of the Sellers (other than the Seller Fundamental Representations) set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the relevant Closing Date as though made on and as of such date, except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, prevent the Sellers from consummating the transactions contemplated herein or performing their respective obligations under this Agreement or the ancillary agreements;
(c) the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Sellers at or prior to the relevant Closing Date;
(ii) the Seller shall have performed and complied with all of her 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ivd) the Purchaser shall have received a certificate of each Seller or, to the resignation extent such Seller is not an individual, an authorized officer of such Seller, certifying that the conditions set forth in Section 5.2(a), Section 5.2(b) and Section 5.2(c) (in respect of such Seller) have been satisfied;
(e) as of the sole officer relevant Closing Date, the TK Settlement Agreement remains in full effect and director of the Company and the designees specified by the Purchaser will have has not been appointed as officers and directors of the Companyterminated or materially breached or altered; and
(vf) the Purchaser will shall have received such pay-off letters from the Sellers, executed copies of the board of directors of each of the Sellers, as applicable, authorizing this Agreement and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchasertransactions contemplated herein. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaser.5.3
Appears in 1 contract
Samples: Stock Purchase Agreement (Japan NK Investment K.K.)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to contemplated by this Agreement shall be performed by the Purchaser in connection with the Closing are subject to satisfaction the fulfillment, at or prior to Closing, of each of the following conditions:, any of which may be waived by the Purchaser; provided, however, the Purchaser's election to proceed with the Closing of the transactions contemplated herein shall not be deemed a waiver of any breach of any representation, warranty or covenant herein, whether or not known to the Purchaser or existing on the Closing Date;
(i) 6.1.1 the representations and warranties set forth of the Seller contained in Sections 4 this Agreement shall have been true and 5 above correct as of the date as of which they were deemed to have been made and shall be true and correct in all material respects at and as of the Closing Date;
(ii) Date and the Seller shall have performed and complied delivered to the Purchaser a certificate to that effect;
6.1.2 simultaneous with all of her covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding the Purchaser 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 have consummated the transactions contemplated by this the Contribution Agreement or (B) cause any among the Company, certain shareholders of the transactions contemplated by this Agreement Company, and the Purchaser providing for the funding of a newly formed holding company for the Company on terms satisfactory to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)the Purchaser;
(iv) 6.1.3 the Purchaser shall have received the resignation of the sole officer and director had a full opportunity to complete its due diligence review of the Company and its Subsidiary and the designees specified by results of such review shall have been satisfactory to the Purchaser will have been appointed as officers and directors of the Companyin its sole discretion; and
(v) 6.1.4 the Seller shall have delivered to the Purchaser will have received such pay-off letters the Note and releases relating to outstanding indebtedness certificate(s) for all of the Shares, free and liabilities as it will have reasonably requested clear of any mortgage, pledge, lien, encumbrance, claim, or other security interest or restrictions other than restrictions under state and such pay-off letters and releases will be federal securities laws, endorsed in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at blank or prior to the Closing in writing accompanied by duly executed by the Purchaserassignment documents.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction or waiver in writing of the following conditions:
(ia) the representations and warranties of the Seller set forth in Sections 4 and Article 5 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 her its covenants hereunder in all material respects through the Closing;
(iiic) since the date of this Agreement, there shall have been no changes that constitute, and no event or events shall have occurred which have resulted in or constitute, or would reasonably be expected to result in or constitute, a material adverse effect with respect to the Acquisition Assets;
(d) the Seller shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in Section 7.1(a) through (c) is satisfied in all respects;
(e) 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, state or foreign local jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Purchaser to own and operate the Acquisition Assets (and no such injunction, judgment, order, decree, ruling, ruling or charge shall be in effect);
(ivf) the Purchaser Seller shall have received delivered, or be standing ready to deliver, to the resignation Purchaser, the documents required to be delivered by the Seller Parties pursuant to Section 2.6(a);
(g) Seller shall have delivered to the Purchaser the documents described in clauses (ix) and (x) of Section 2.6(a);
(h) the consent of TKK referenced in clause (xi) of Section 2.6(a) shall not have been revoked;
(i) the CEC shall have delivered a consent to the assignment and assumption of the sole officer CEC Agreements in form and director of substance satisfactory to the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the CompanyPurchaser; and
(vj) the Purchaser will Seller shall have received such pay-off letters and releases relating evidence from the appropriate Japanese tax authority that the payments contemplated under this Agreement are not subject to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaserwithholding taxes.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(i) the The representations and warranties set forth in Sections 4 and 5 Section 3 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 her their covenants hereunder in all material respects through the Closing;.
(iii) no The Companies shall have procured all of the third party consents that are necessary to Close.
(iv) No action, suit, or proceeding shall be pending or threatened before any court or quasi-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 or Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation, (C) affect adversely the right of the Purchaser to own the Stock and to control the Companies, or (D) affect adversely the right of any of the Companies to own their respective assets and to operate their respective businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and.
(v) The Sellers shall have delivered to the Purchaser will a certificate to the effect that each of the conditions specified above in Section 5(a)(i) through (iv) is satisfied in all respects.
(vi) There shall not have received such pay-off letters been any occurrence, event, incident, action, failure to act, or transaction since the December 31, 2007 which has had or is reasonably likely to cause a Material Adverse Effect.
(vii) The Purchaser shall have completed its business, accounting and releases relating to outstanding indebtedness legal due diligence review of the Companies and the business of the Companies, their respective assets and liabilities as it will have reasonably requested and such pay-off letters and releases will the results thereof shall be in form and substance reasonably satisfactory to the Purchaser. .
(viii) Each of the Companies shall have delivered evidence reasonably satisfactory to the Purchaser of each of the Companies’ corporate organization and proceedings and its existence in each jurisdiction in which it is incorporated, including evidence of such existence as of the Closing.
(ix) All actions to be taken by the Sellers 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 satisfactory in form and substance to the Purchaser; The Purchaser may waive any condition specified in this Section 10(a) 5 if it executes a written instrument so stating at or prior to the Closing Closing. Any such waiver will in writing executed by no way affect the Purchaser’s ability to seek indemnity from the Seller where otherwise available pursuant to the provisions of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sunset Suits Holdings, Inc.)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are is subject to satisfaction of the following conditions:
(i) the representations and warranties of Seller and set forth in Sections Section 4 above and the Company in Section 5 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) Seller and the Seller Company shall have performed and complied with all of her their covenants hereunder in all material respects through the Closing;
(iii) Seller and Company, as necessary, shall have procured all of the third party consents required or asked of it in order to effect the Closing;
(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 or Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation, (C) affect adversely the right of the Purchaser to own the Shares and to eventually control the Company, or (D) affect adversely the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(ivv) Seller shall have delivered to Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has only those Liabilities listed in Exhibit “A” or modified as indicated Schedule A hereto;
(vi) Purchaser shall have received completed the resignation of the sole officer business, accounting and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors legal due diligence review of the Company, and the results thereof shall be satisfactory to Purchaser, its officers and directors;
(vii) the Company shall have delivered its Articles of Incorporation and By-Laws, each as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of Seller authorizing this Agreement and the transactions contemplated hereby certified by the Secretary of the Seller, and Seller shall have delivered to Purchaser, to the extent available, copies of the Company’s original minute book and corporate seal and all other original corporate documents and agreements; and
(vviii) all actions to be taken by Seller and Company in connection with consummation of the Purchaser will have received such pay-off letters transactions contemplated hereby and releases relating all certificates, opinions, instruments, and other documents required to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases effect the transactions contemplated hereby will be satisfactory in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a11(a) at or prior to the Closing in a writing executed by the Purchaser.
Appears in 1 contract
Samples: Stock for Stock Exchange Agreement (Tombstone Exploration Corp)
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 and 5 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 her their covenants hereunder in all material respects through the Closing;
(iii) The Company shall have delivered the Financial Statements to the Sellers;
(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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);; and
(ivv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaser.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 ss.ss.5A and 5 5B above that are qualified as to their materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects at and as of the Closing DateDate (as though made then and as though the Closing Date were substituted for the date of this Agreement);
(ii) the Seller and the Shareholder shall have performed and complied with all of her their respective covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding there shall not 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, ruling or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement Agreement, and no action, suit, claim or (B) cause proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement;
(iv) the Purchaser Seller and the Shareholder shall have received the resignation of the sole officer and director of the Company and the designees specified by delivered to the Purchaser will a certificate to the effect that the conditions specified above in ss.ss.8(a)(i) and (ii) have been appointed as officers and directors of the Company; andsatisfied;
(v) the Purchaser will Seller shall have received such pay-off letters obtained all authorizations, consents, waivers and releases relating approvals required to outstanding indebtedness be obtained by it, in connection with the consummation of the transactions contemplated hereby, including those specified in the agreements indicated by an asterisk on ss.5(m) of the Disclosure Schedule.
(vi) the Seller shall have delivered to Purchaser, at Seller's expense, title insurance and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably surveys, satisfactory to Purchaser, for the PurchaserReal Property.
(vii) the Seller shall have delivered to Purchase a release of the lien of PPG Industries. The Purchaser may waive any condition specified in this Section 10(ass.8(a) if it executes and delivers a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.
Appears in 1 contract
Conditions to Obligation of the Purchaser. The obligation of the Purchaser 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 only be waived in writing by the Purchaser to the extent permitted by applicable law):
(a) the Seller shall have performed or complied in all material respects with all obligations and agreements required to be performed or complied with by the Purchaser in connection with Seller hereunder on or prior to the Closing are subject to satisfaction of the following conditions:(including, without limitation, those specified in Section 1.5);
(ib) the representations and warranties set forth of the Seller contained in Sections 4 and 5 above this Agreement shall be true and correct in all material respects as at the date of this Agreement and as of the date of the Closing Dateas if made as of such date;
(iic) the Seller there shall have performed and complied with all of her covenants hereunder in all material respects through the Closing;
(iii) be no order, decree, or ruling by any Governmental Authority, nor any action, suit, claim or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction by or before any arbitrator wherein an unfavorable injunctionGovernmental Authority, judgment, order, decree, rulingwhich shall be pending, or charge would (A) which seeks to restrain, prevent consummation or materially delay or restructure the transactions contemplated hereby, or which otherwise questions the validity or legality of any of 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 (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the CompanyAgreement; and
(ve) the Purchaser will Company shall have received such pay-off letters accepted the legal opinion from Seller’s counsel that is referenced in Section 2.8(a)(y)(ii)(A) of the IXX or waived the requirement that an opinion be delivered.
(f) The Company shall have executed and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory delivered to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior signature page to each of the Closing in writing executed by the PurchaserExisting Company Investor Documents.
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Samples: Stock Purchase Agreement (Dealertrack Technologies, Inc)