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Conditions to Obligations of Acquirer Sample Clauses

Conditions to Obligations of Acquirer. The obligations of Acquirer hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Acquirer):
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Conditions to Obligations of Acquirer. The obligations of Acquirer to effect the Merger are also subject to the satisfaction, or waiver by Acquirer, at or prior to the Effective Time, of the following conditions:
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Conditions to Obligations of Acquirer. The obligation of Acquirer to consummate the Contribution Closing is subject to the satisfaction, on or prior to the Contribution Closing Date, of each of the following conditions, any one or more of which may be waived in writing, in whole or in part, by Acquirer (in Acquirer’s sole discretion):
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Conditions to Obligations of Acquirer. The obligation of Acquirer to effect the Transfer is further subject to the satisfaction or (to the extent permitted by Law) waiver by Acquirer on or prior to the Closing Date of the following conditions:
Sample 1Sample 2
Conditions to Obligations of Acquirer. The obligations of Acquirer to consummate the Merger are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Acquirer, but only in a writing signed by Acquirer):
Sample 1
Conditions to Obligations of Acquirer. SUB 1 AND SUB 2 The obligations of Acquirer, Sub 1 and Sub 2 hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Acquirer, Sub 1 and Sub 2, but only in a writing signed on behalf of Acquirer, Sub 1 and Sub 2 by the Chief Executive Officer of each such entity):
Sample 1
Conditions to Obligations of Acquirer. The obligation of Acquirer to consummate the Closing is subject to the satisfaction of the following further conditions: (a) (i) The representations and warranties of Contributor contained in Section 3.1, Section 3.2 and Section 3.4 (disregarding all qualifications as to materiality and Material Adverse Effect and qualifications of similar import contained therein) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specific time, which shall be true and correct in all material respects only as of such time), and (ii) all other representations and warranties of Contributor contained in this Agreement shall be true and correct at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specific time, which shall be true and correct in all respects only as of such time), except (disregarding all qualifications as to materiality and Material Adverse Effect and qualifications of similar import contained therein) where the failure of such representations and warranties, individually or in the aggregate, to be true and correct would not reasonably be expected to have a Material Adverse Effect. (b) Contributor shall have performed in all material respects all of the covenants and agreements required to be performed by Contributor under this Agreement at or prior to the Closing. (c) Contributor shall have complied with Section 5.11 in all respects. (d) Contributor shall have delivered or caused to be delivered to Acquirer a statement pursuant to Treasury Regulation Section 1.1445 2(b)(2) certifying that Contributor is not a foreign person. (e) Contributor shall have delivered or caused to be delivered a certificate executed by a duly authorized officer of Contributor, dated the Closing Date, stating that the conditions to Acquirer’s obligations set forth in Section 7.2(a) and Section 7.2(b) have been satisfied. (f) Contributor and the Company shall have obtained those consents listed on Schedule 7.2(f), each in form and substance reasonably satisfactory to Acquirer, and copies thereof shall have been delivered to Acquirer. (g) Acquirer shall have received the written resignations and release of claims to fees or expenses of each of the managers and officers of the Company, each in form and subs...
Sample 1

Related to Conditions to Obligations of Acquirer

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with Xx. Xxxxxxx Xxxxxxx Xxxxxxxx; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Buyer The obligation of Buyer to effect the Contemplated Transactions shall be subject to the satisfaction (or waiver by Buyer) at or prior to the Closing Date of the following conditions: (a) Each of the representations and warranties of Sellers contained in this Agreement (without giving effect to any Material Adverse Effect, materiality or similar qualifiers) shall have been true and correct in all material respects on and as of the Execution Date and as of the Closing as if made as of the Closing (except for changes expressly permitted or contemplated by this Agreement and except that the representations and warranties that are made as of a specific date need be true and correct only as of such date). Buyer shall have received a certificate from each Seller signed by an officer thereof with respect to the foregoing. (b) The covenants and agreements of Sellers to be complied with or performed on or prior to the Closing shall have been duly complied with or performed in all material respects. Buyer shall have received a certificate from each Seller signed by an officer thereof with respect to the foregoing. (c) The Sale Order shall have been entered by the Bankruptcy Court and shall not have been reversed, stayed, modified or amended in any manner materially adverse to Buyer. (d) Each of the consents, approvals and authorization of the Persons listed on SCHEDULE 6.3(d) shall have been obtained in form reasonably satisfactory to Buyer. (e) All of the material Assumed Contracts shall be in full force and effect and assignable to and assumable by Buyer without the consent of the other party thereto unless consent thereto shall have been obtained. (f) The UAW shall have ratified collective bargaining agreements with Buyer relating to all Transferred Employees that are represented by the UAW, in form and substance satisfactory to Buyer, to be effective on the Closing Date. (g) At Buyer's sole cost and expense, a title insurance company acceptable to Buyer in its sole discretion shall have issued an ALTA (Form B-1992) Owner Policy of Title Insurance for the Owned Real Property and an ALTA (Form B-1992) Lessee's Policy of Title Insurance for any Leased Real Property that is leased by Sellers pursuant to a ground lease, with an endorsement providing "extended coverage" over the standard exceptions contained in such form of Policies of Title Insurance, insuring the interest to be acquired by Buyer in each such property, subject only to standard survey exceptions and Permitted Encumbrances, and in each case in an amount acceptable to Buyer in its sole discretion, but in no event in an amount greater than the fair market value of each insured property. (h) Seller shall have delivered all documents required to be delivered by such Seller pursuant to Section 2.2.

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Parties The respective obligations of each of the parties hereto to fulfill their obligations under Section 2.1 hereof at the Closing shall be subject to the satisfaction or waiver prior to the Closing of the following conditions: (a) All requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement shall have been satisfied. (b) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of any of the transactions contemplated by this Agreement. (c) No statute, rule or regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of any of the transactions contemplated by this Agreement. (d) Each of the parties hereto shall have received (i) a counterpart to this Agreement, duly executed and delivered by the parties hereto, and (ii) a counterpart of each Related Agreement (other than the Senior Notes) to which it is a party, in form and substance satisfactory to the parties, which shall have been duly executed and delivered by the Company, the Bank and the Purchaser or Purchasers, as applicable. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law. (f) The OTS shall have indicated in writing to the Bank that upon the submission by the Company of notice to the OTS of the consummation of the transactions contemplated by Section 2.1 hereof, (i) the Prompt Corrective Action Directive issued to the Bank by the OTS as of June 30, 1995 will be terminated, (ii) the regulatory capital requirements applicable to the Bank will be the requirements of general applicability set forth at 12 C.F.R. Section 567.2 and related regulations and there will be no individual minimum regulatory capital requirement required to be maintained by the Bank, (iii) the OTS will not, solely by virtue of any special assessment to recapitalize the SAIF, require the Bank to meet an individual minimum regulatory capital requirement or otherwise increase the amount of regulatory capital required to be maintained by the Bank, and (iv) the Bank will not be subject to any capital restoration plan filing requirement and the Bank's revised capital plan submitted to the OTS on June 22, 1995 will be void.

Most Referenced Clauses

Most Referenced Definitions