Conditions to Obligation of the Target. The obligation of -------------------------------------- the Target to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver by the Target of the following conditions at or prior to the Closing Date:
(i) this Agreement and the Merger shall have received the Requisite Stockholder Approval;
(ii) the Purchaser and its Subsidiaries shall have procured all material third-party consents specified in (S)5(b) above which are applicable to the Purchaser and its Subsidiaries;
(iii) the representations and warranties set forth in (S)4 above shall be true and correct in all material respects at and as of the Closing Date, except for (A) changes contemplated by this Agreement, (B) those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such date);
(iv) each of the Purchaser and the Purchaser Subsidiary shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(v) neither any Order shall be enacted, promulgated, entered, enforced or deemed applicable to the Merger nor any other action shall have been taken by any governmental authority, administrative agency or court of competent jurisdiction (A) which prohibits the consummation of the transactions contemplated by the Merger; (B) which prohibits the Purchaser's or the Purchaser Subsidiary's ownership or operation of all or any material portion of their or the Target's business or assets, or which compels the Purchaser or the Purchaser Subsidiary to dispose of or hold separate all or any material portion of the Purchaser's or the Purchaser Subsidiary's or the Target's business or assets as a result of the transactions contemplated by the Merger; or (C) which makes the purchase of, or payment for, some or all of the Target Shares illegal;
(vi) each of the Purchaser and the Purchaser Subsidiary shall have delivered to the Target a certificate to the effect that each of the conditions specified above in (S)6(b)(i)-(iv) is satisfied in all respects; provided, however, with respect to (S)6(b)(i), each of the Purchaser and the -------- ------- Purchaser Subsidiary shall only be required to certify that this Agreement and the Merger received the Requisite Stockholder Approval of the Purchaser Stockholders;
(vii) the Merger shall be a tax-free merger of the Purchaser Subsidiary with and into the Target in a reorganization pursuant t...
Conditions to Obligation of the Target. The obligation of the Target to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth inss.4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) each of the Buyer and the Transitory Subsidiary shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) this Agreement and the Merger shall have received the Requisite Transitory Subsidiary Stockholder Approval;
(iv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to inss.3(d) andss.4(d) above; and
(v) all actions to be taken by the Buyer and the Transitory Subsidiary 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 Target. The Target may waive any condition specified in this ss.6(b) if it executes a writing so stating at or prior to the Closing.
Conditions to Obligation of the Target. The obligation of the Target to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the Registration Statement shall have become effective under the Securities Act;
(ii) this Agreement and the Merger shall have received the Requisite Stockholder Approval; and
(iii) all actions to be taken by the Buyer and the Transitory Subsidiary 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 Target. The Target may waive any condition specified in this Section 4(b) if it executes a writing so stating at or prior to the Closing.
Conditions to Obligation of the Target. The obligation of the Target to effect the Merger is also subject to the satisfaction or waiver by the Target on or prior to the Effective Time of the following conditions:
Conditions to Obligation of the Target. The obligation of the Target to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Target;
(iv) Buyer shall have delivered to Target its audited financial statements for the fiscal year ended December 31, 1999. The Target may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.
Conditions to Obligation of the Target. The obligation of the Target to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Conditions to Obligation of the Target. The obligation of the Target to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the Registration Statement shall have become effective under the Securities Act;
(ii) this Agreement and the Merger shall have received the Requisite Unitholder Approval; and
Conditions to Obligation of the Target. The obligation of the Target to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of the Target, or (D) affect adversely the right of any of the former Subsidiaries of the Target to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Buyer shall have delivered to the Target a certificate to the effect that each of the conditions specified above in Section 6(b)(i)-(iii) are satisfied in all respects;
(v) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Target. The Target may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.
Conditions to Obligation of the Target. The obligation of the Target to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) The representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) The Buyer 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, provincial, state, local, municipal, 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 Buyer shall have delivered to the Target a certificate to the effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects;
(v) The Target, and the Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(c) and Section 4(c) above;
(vi) The relevant parties shall have entered into additional agreements in form and substance as set forth in Exhibits F-1, F-2, and F-3 and the same shall be in full force and effect;
(vii) The Target shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit H attached hereto, addressed to the Target, and dated as of the Closing Date;
(viii) All actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Target;
(ix) Buyer shall have agreed to a lease on the same terms as those presently in effect for Target the space presently occupied by Target on Floors 19, 20 and 21 of the building located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx, through February 28, 1997; and
(x) Buyer shall have offered employment to all Employees of the Target of record on the Closing Date on substantially the same terms and co...
Conditions to Obligation of the Target. The obligation of the Target to --------------------------------------- consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) this Agreement and the Merger shall have been approved by the written consent of a majority of Board of Directors of Buyer;
(ii) the representations and warranties set forth in 4 above shall be true and correct in all material respects at and as of the Closing Date;
(iii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iv) the Buyer shall have delivered to the Target a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iii) is satisfied in all respects;
(v) this Agreement and the Merger shall have received the approval of Apodaca and Schwuchow in xxx form ox xx xxecuted written consent;
(vi) The Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in 3 and 4 above;
