Conditions to Obligation of the Shareholder. The obligations of the Shareholder to consummate the transactions to be performed by it in connection with the Closing are subject to satisfaction of the following conditions:
(a) the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date;
(b) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(c) 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transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and
(d) all actions to be taken by the Purchaser 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 Shareholder. The Shareholder may waive any condition specified in this Section 8.2 at or prior to the Closing in writing executed by the Shareholder.
Conditions to Obligation of the Shareholder. The obligations of the Shareholder to effect the Contemplated Transactions are subject to the satisfaction of the following conditions, unless waived by the Shareholder:
Conditions to Obligation of the Shareholder. The obligation of the Shareholder to consummate the Transaction is subject to satisfaction of the following conditions:
(a) the representations and warranties made by Equity One in this Agreement shall be true and correct, in all material respects with respect to those representations and warranties that are not qualified by materiality and true and correct in all respects with respect to those which are so qualified, at and as of the Closing Date as though made on the Closing Date (except for any changes resulting from transactions that are permitted or required pursuant to this Agreement), as certified by an officer's certificate executed by the President or Chief Financial Officer of Equity One and delivered to Centrefund and Shareholder;
(b) there shall not have occurred any event or circumstance giving rise to a Material Adverse Effect on Equity One, as certified by an officers' certificate delivered by Equity One to Centrefund and Shareholder;
(c) Equity One shall have performed and complied in all material respects with all of its covenants and agreements hereunder, as certified by an officers' certificate delivered by Equity One to Centrefund and Shareholder;
(d) Centrefund shall have obtained the Centrefund Approval;
(e) no Governmental Requirement shall have been proposed, enacted, promulgated or applied and 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 the Transaction or impose material limitations or conditions on the Transaction or the right of the Shareholder or Centrefund to own or exercise full rights of ownership of the Purchase Price Shares, (B) cause the Transaction to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect) or (C) have a Material Adverse Effect on Equity One;
Conditions to Obligation of the Shareholder. The obligation of the Shareholder to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions:
(a) PentaStar's and Acquiror's representations and warranties shall be correct and complete at and as of the Closing Date and the Closing;
(b) PentaStar shall have performed and complied with all of its covenants hereunder through the Closing Date;
(c) PentaStar shall have delivered to the Shareholder a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects;
(d) the Other PentaStar Agreements shall have been executed and delivered by PentaStar;
(e) the Shareholder shall have received from counsel to PentaStar an opinion in form and substance as set forth in Exhibit 6.2(e), addressed to the Shareholder and dated as of the Closing;
(f) PentaStar shall have paid and deposited the Purchase Price pursuant to Section 2; and
(g) the Registration Statement shall have been declared effective by the SEC and not be subject to any stop order proceeding and the underwriters named therein shall have agreed to acquire and shall have acquired PentaStar's Common Stock on a firm commitment basis on terms satisfactory to PentaStar. The Shareholder may waive any condition specified in this Section 6.2 at or prior to the Closing.
Conditions to Obligation of the Shareholder. The obligation of the Shareholder to consummate the transactions to be performed by him in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) North American shall have performed and complied with all of 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 Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(v), and Section 4(d) above;
(v) Shareholder shall have received from counsel to North American an opinion in form and substance as set forth in EXHIBIT D attached hereto, addressed to the Shareholder, and dated as of the Closing Date;
(vi) this Agreement and the transactions contemplated hereby shall have been approved by the Board of Directors and shareholders of North American;
(vii) all actions to be taken by North American in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Shareholder. The Shareholder may waive any condition specified in this Section 7(b) if he executes a writing so stating at or prior to the Closing.
Conditions to Obligation of the Shareholder. The obligation of the Shareholder to sell the Shares shall be subject to the fulfillment (or waiver by the Shareholder) at or prior to the Closing Date of each of the following conditions:
Conditions to Obligation of the Shareholder. The obligation of the Shareholder to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the Beneficient Parties have provided evidence satisfactory to Shareholder that a sufficient number of shares of Class A Common Stock have been reserved to issue the Consideration in full on the Closing Date;
(ii) the representations and warranties of the Beneficient Parties set forth in Article IV shall have been true and correct in all material respects at and as of the Effective Date and shall be true and correct in all material respects at and as of the Closing Date;
(iii) the Beneficient Parties shall have performed and complied with all of its covenants under this Agreement in all material respects through the Closing;
(iv) the Beneficient Parties shall have received all required authorizations, consents, and approvals of Governmental Entities, and
(v) all actions required to be taken by the Beneficient Parties in connection with consummation of the transactions contemplated under this Agreement shall have been completed and all documents, agreements, certificates, opinions, instruments, and other items required hereunder to effect the transactions contemplated hereby shall have been executed, as applicable, and delivered in form and substance satisfactory to the Shareholder, including, without limitation, all items specified in Section 2.03. The Shareholder may waive any condition specified in this Section 6.01(b) by execution of a writing so stating at or prior to the Closing.
