Conditions to Obligations Sample Clauses
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 Buyer and the Transitory Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Buyer) of the following additional conditions:
(a) the number of Dissenting Shares shall not exceed 1% of the number of outstanding Common Shares as of the Effective Time, and no Preferred Shares shall be Dissenting Shares;
(b) the Company and the Subsidiary shall have obtained at their own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiary;
(c) the representations and warranties of the Company set forth in the first sentence of Section 2.1 and in Section 2.3 and any representations and warranties of the Company set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a specified date other than the date of this Agreement or to the extent the representations and warranties set forth in Section 2.2(a), the first sentence of Section 2.2(c), the first sentence of Section 2.14(a), the third sentence of Section 2.20(a) and Section 2.20(c) are specifically made only as of the date of this Agreement (in which case such representations and warranties shall be true and correct as of such date);
(d) the Company shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing;
(e) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect;
(f) the Company shall ...
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. Conditions to Obligations of Acquiror, Merger Sub, and the Company 85 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 86 Section 9.3. Conditions to the Obligations of the Company 87 Section 10.1. Termination 88 Section 10.2. Effect of Termination 89 Section 11.1. Trust Account Waiver 89 Section 11.2. Waiver 90 Section 11.3. Notices 90 Section 11.4. Assignment 92 Section 11.5. Rights of Third Parties 92 Section 11.6. Expenses 92 Section 11.7. Governing Law 92 Section 11.8. Headings; Counterparts 92 Section 11.9. Company and Acquiror Disclosure Letters 92 Section 11.10. Entire Agreement 93 Section 11.11. Amendments 93 Section 11.12. Publicity 93 Section 11.13. Severability 93 Section 11.14. Jurisdiction; Waiver of Jury Trial 94 Section 11.15. Enforcement 94 Section 11.16. Non-Recourse 95 Section 11.17. Non-Survival of Representations, Warranties and Covenants 95 Section 11.18. Legal Representation 95 Exhibit A Form of Amended and Restated Certificate of Incorporation of Acquiror Exhibit B Form of Amended and Restated Bylaws of Acquiror Exhibit C Form of Registration Rights Agreement Exhibit D Form of Lock-Up Agreement Exhibit E Form of Incentive Equity Plan This Agreement and Plan of Merger, dated as of September 11, 2024 (this “Agreement”), is made and entered into by and among Southport Acquisition Corporation, a Delaware corporation (“Acquiror”), Sigma Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”) and Angel Studios, Inc., a Delaware corporation (the “Company”, together with Acquiror and Merger Sub, the “Parties” and each, a “Party” ).
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 Closing of the following conditions:
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 of Each Party Under this Agreement. The respective obligations of each party to effect the Merger and the other transactions contemplated herein 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. Conditions to Obligations of Acquiror, Merger Sub and the Company 86 Section 9.2 Conditions to Obligations of Acquiror and Merger Sub 87 Section 9.3 Conditions to the Obligations of the Company 88 Section 10.1 Termination 89 Section 10.2 Effect of Termination 90
Conditions to Obligations. 7.1 Conditions to the Purchaser's Obligations . . . . . . . . . . . . . . 7.2 Failure of Conditions to Purchaser's Obligations . . . . . . . . . . .