Conditions to Obligations. OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
Conditions to Obligations. (a) The obligations of the parties hereto to consummate the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions:
(i) Sun’s stockholders shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger;
(ii) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed;
(iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance;
(iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock;
(v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger;
(vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger;
(vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger;
(viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun;
(ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties;
(x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and
(xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived.
(b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the co...
Conditions to Obligations of the Stockholder and the Company. ------------------------------------------------------------ The obligations of the Stockholder to consummate the Stock Exchange and the transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by the Stockholder:
(a) The representations and warranties of Buyer set forth in Article III of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (1) to the extent such representations and warranties are by their express provisions made as of a specified date (which shall be true and correct in all respects as of such date) and (2) for the effect of transactions contemplated by this Agreement, except, in each case, where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to interfere with the Stockholder obtaining the benefit of her bargain hereunder, without regard to materiality qualifications in individual representations and warranties.
(b) A release of Stockholder and Xxxxxx Xxxxxx from any personal guarantee for any Company obligation to Centennial Bank.
(c) Buyer shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date.
(d) Buyer shall have furnished the Stockholder with a certificate dated the Closing Date signed on behalf of it by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 5.2(a) and (b) have been satisfied.
(e) Contemporaneously with Closing, the Buyer shall cause the Company to pay the remaining balance due on the two promissory notes dated September 30, 1997 to payable Xxxxxx X. Xxxxxx and to Stockholder.
(f) Xxx Xxxxxx shall have entered into an employment and non-compete agreement with Buyer substantially in the form attached hereto as Exhibit A (the "Employment Agreement").
(g) Since the date of the Agreement, there shall not have been any event, occurrence, development or circumstances that individually or in the aggregate had, or reasonably would be expected to have, a material adverse effect on the (i) Business Condition, financial or otherwise, or the earnings, business affairs or management of the Buyer, whether or not in the ordinary course of business or (ii) abil...
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law:
Conditions to Obligations. 7.1 Conditions to the Purchaser's Obligations. The obligations of Purchaser to purchase the Property from Seller and to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at all times following the Effective Date and as of the Closing (or such other time period specified below), of each of the following conditions:
a. All of the representations and warranties of Seller set forth in this Agreement shall be true in all material respects and Seller shall deliver a Closing Certificate in substantially the same form attached hereto as Exhibit D updating such representations and warranties.
b. Seller shall have delivered, performed, observed and complied with, all of the items, instruments, documents, covenants, agreements and conditions required by this Agreement to be delivered, performed, observed and complied with by it prior to, or as of, the Closing.
c. Seller shall not be in receivership or dissolution or have made any assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they mature, or have been adjudicated a bankrupt, or have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state and no such petition shall have been filed against it.
d. No material or substantial adverse change shall have occurred with respect to the condition, financial or otherwise, of the Seller or the Property.
e. Neither the Property nor any part thereof or interest therein shall have been taken by execution or other process of law in any action prior to Closing.
f. Seller shall have obtained and delivered to Purchaser a current report, dated no more than ten (10) days prior to this Agreement, from a licensed pest control company reasonably acceptable to Purchaser, and which must show the Property to be free of all termite, or other destructive insect and pest infestation.
g. During the Review Period, Seller shall have obtained at Seller's expense and delivered to Purchaser a Phase I environmental site assessment report, dated no more than 60 days prior to this Agreement, and performed by a licensed firm.
h. During the Review Period, Purchaser shall have satisfactorily completed an inspection of the Property with respect to the physical condition thereof by agents or contractors selected by Purchaser.
i. During the Review Period, Pur...
Conditions to Obligations. OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Conditions to Obligations. Conditions to Obligations of Acquiror, Merger Sub and the Company 83 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 Section 9.3. Conditions to the Obligations of the Company 85 ARTICLE X Section 10.1. Termination 86 Section 10.2. Effect of Termination 87 ARTICLE XI Section 11.1. Trust Account Waiver 88 Section 11.2. Waiver 88 Section 11.3. Notices 89 Section 11.4. Assignment 90 Section 11.5. Rights of Third Parties 90 Section 11.6. Expenses 90 Section 11.7. Governing Law 90 Section 11.8. Headings; Counterparts 90 Section 11.9. Company and Acquiror Disclosure Letters 91 Section 11.10. Entire Agreement 91 Section 11.11. Amendments 91 Section 11.12. Publicity 91 Section 11.13. Severability 92 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 Section 11.15. Enforcement 93 Section 11.16. Non-Recourse 93 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 Section 11.18. Conflicts and Privilege 93 Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D Form of Lock-Up Agreement This Agreement and Plan of Merger, dated as of October 13, 2021 (this “Agreement”), is made and entered into by and among ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Tempo Automation, Inc., a Delaware corporation (the “Company”).
Conditions to Obligations. Conditions to Obligations of Acquiror, Merger Sub, and the Company 87 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 87 Section 9.3. Conditions to the Obligations of the Company 98 Section 9.4. Frustration of Closing Conditions 89 Section 10.1. Termination 89 Section 10.2. Effect of Termination 90 Section 11.1. Trust Account Waiver 90 Section 11.2. Waiver 91 Section 11.3. Notices 91 Section 11.4. Assignment 92 Section 11.5. Rights of Third Parties 92 Section 11.6. Expenses 93 Section 11.7. Governing Law 93 Section 11.8. Headings; Counterparts 93 Section 11.9. Company and Acquiror Disclosure Letters 93 Section 11.10. Entire Agreement 93 Section 11.11. Amendments 94 Section 11.12. Publicity. 94 Section 11.13. Severability 94 Section 11.14. Jurisdiction; Waiver of Jury Trial. 94 Section 11.15. Enforcement 95 Section 11.16. Non-Recourse 95 Section 11.17. Non-Survival of Representations, Warranties and Covenants 96 Section 11.18. Conflicts and Privilege 96 Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D Form of Lock-Up Agreement This Agreement and Plan of Merger, dated as of February 21, 2021 (this “Agreement”), is made and entered into by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Xos, Inc., a Delaware corporation (the “Company”).
Conditions to Obligations. 7.1 Conditions to the Purchaser's Obligations . . . . . . . . . . . . . . 7.2 Failure of Conditions to Purchaser's Obligations . . . . . . . . . . .
Conditions to Obligations. OF EACH PARTY. The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 7.5:
