Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 8 contracts
Samples: Stock Purchase Agreement (NI Holdings, Inc.), Stock Purchase Agreement (Flora Growth Corp.), Stock Purchase Agreement (MWF Global Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Kona Gold Beverage, Inc.), Asset Purchase Agreement (Home Bancshares Inc), Asset Purchase Agreement (Cryo Cell International Inc)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise limiting, restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.3 and Buyer Investor shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.024.2, in each case, in form and substance reasonably satisfactory to Buyer Investor and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked. Without limitation of the foregoing, Investor and the Company shall have received all necessary consents, authorizations, orders, approvals and Permits from the Governmental Authorities approving Investor’s purchase of the Shares as contemplated hereunder, including, without limitation those referred to in Section 5.8.
Appears in 4 contracts
Samples: Investment Agreement (Ascend Wellness Holdings, LLC), Investment Agreement (MedMen Enterprises, Inc.), Investment Agreement
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller The Companies and Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.02, Section 4.04 and Section 7.04 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02 and Section 7.04, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 4 contracts
Samples: Securities Purchase Agreement (TerrAscend Corp.), Securities Purchase Agreement (TerrAscend Corp.), Securities Purchase Agreement
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The filings of Buyer and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Crown Electrokinetics Corp.), Asset Purchase Agreement (Trex Co Inc), Asset Purchase Agreement (Higher One Holdings, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The RCA Approval shall have been received.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced enforced, or entered any Governmental Order which that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller shall have received all consents, authorizations, orders orders, and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Chugach Electric Association Inc)
Conditions to Obligations of All Parties. The obligations of each party Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities and other Persons referred to in Section 3.05 5.5(d) and Buyer Buyers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities and other Persons referred to in Section 4.025.5(d), in each case, in form and substance reasonably satisfactory to Buyer Buyers and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
(c) The Replacement Tax Equity Guaranties shall have been delivered.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (VivoPower International PLC)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 7.02(d) of the Disclosure Schedules and Buyer Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.027.03(e) of the Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ufp Technologies Inc), Equity Purchase Agreement
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.3 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.3, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tattooed Chef, Inc.), Asset Purchase Agreement (Hudson Global, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced enforced, or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders orders, and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders orders, and approvals from the Governmental Authorities referred to in Section 4.024.02 other than the Necessary Permits, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and order, or approval shall have been revoked.
(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CompuCredit Holdings Corp), Asset Purchase Agreement (Advance America, Cash Advance Centers, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.02, and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Samples: Share Purchase Agreement (Odyssey Marine Exploration Inc), Share Purchase Agreement (Odyssey Marine Exploration Inc)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ability Inc.), Stock Purchase Agreement (Ability Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller The City shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 5.04 and Section 6.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.024.03 and any other consents, authorizations, orders or approvals listed on Section 10.01(b) of the Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Buyer and Sellerthe City, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from of the Governmental Authorities referred to in Section 4.02, in each caseDisclosure Schedules, in form and substance reasonably satisfactory to Buyer and SellerBuyer, and no such consent, authorization, order and approval shall have been revoked.
(c) The Company and Jxxx Xxxx (or an entity controlled by Jxxx Xxxx) shall have executed and delivered the Consulting Agreement.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The filings of Buyer and the Company pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities Authorities, if any, referred to in Section 3.05 3.4 and Buyer shall have received all consents, authorizations, orders orders, if any, and approvals from the Governmental Authorities referred to in Section 4.025.2, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Techne Corp /Mn/)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of (i) making the transactions contemplated by this Agreement illegal, or (ii) otherwise restraining or prohibiting consummation of such transactions transactions, or (iii) causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.04 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Gse Systems Inc), Membership Interest Purchase Agreement (Gse Systems Inc)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The filings of Buyer and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Martin Midstream Partners Lp), Stock Purchase Agreement (Lannett Co Inc)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.024.03 which are Seller Material Consents, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Gravitas and Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.02 and Section 4.04 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Samples: Securities Purchase Agreement (TerrAscend Corp.), Securities Purchase Agreement
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The filings of Buyer and Sellers pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.024.04, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Green Thumb Industries Inc.), Membership Interest Purchase Agreement
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.02 and Section 4.04, and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers’ Representative, and no such consent, authorization, order and approval shall have been revoked.
(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Crawford & Co)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities and stock exchanges referred to in Section 3.05 6.3 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.027.3, in each case, in form and substance reasonably satisfactory to the Buyer and the Seller, and no such consent, authorization, order and or approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement to occur at each Closing shall be subject to the fulfillment, at or prior to the relevant Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.04 and Buyer Investor shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer Investor and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) 7.1.1 No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) 7.1.2 Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.3 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.024.3, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.02, and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
(c) Each Selling Shareholder shall have duly completed, executed and delivered to Buyer the Shareholder Representation Letter.
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.04 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfilment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Stock Purchase Agreement (Apricus Biosciences, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) : No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) . Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, case in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The filings of Buyer and the Company pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.4 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.2, in each case, in form and substance reasonably satisfactory to Buyer and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Section 5.03, and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.026.03, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Asset Purchase Agreement (ARC Group Worldwide, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 7.01(b)(i) of the Disclosure Schedules, and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.027.01(b)(ii) of the Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Asset Purchase Agreement (Esports Entertainment Group, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller The Company and Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.04, if any, and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, if any, in each case, in form and substance reasonably satisfactory to Buyer and SellerKey Sellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Wavedancer, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to before the Closing, of each of the following conditions:
(a) : No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following the completion thereof.
(b) Seller . Vendor shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.05, and Buyer Purchaser shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer Purchaser and SellerVendor, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Share Purchase Agreement
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party Sellers and Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, including (i) the consent in writing of the Department to the transactions contemplated by this Agreement and (ii) the issuance by the Department of a new Processor License((i) and (ii), together, the “Department Consent”), in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers’ Representative, and no such consent, authorization, order and approval shall have been revoked.revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Xxxxxx shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.04 and Buyer BCNN shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer BCNN and SellerTekumo, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. No legal proceeding shall have been commenced against Parent, Buyer, Sellers or the Company, which seeks to or would prevent the Closing.
(b) Seller Sellers and/or the Company (as applicable) shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Parent and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.04 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
(c) The consent of the Port of San Francisco to the deemed transfer to Buyer of each SF Port Lease shall have been received, in each case, in form and substance reasonably satisfactory to Buyer and Sellers, and no such consent shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all material consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.03 and Buyer shall have received all material consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Prospect Global Resources Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.04 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from of the Governmental Authorities referred to in Section 4.02, in each caseDisclosure Schedules, in form and substance reasonably satisfactory to Buyer and SellerBuyer, and no such consent, authorization, order and approval shall have been revoked.
(c) The Management Agreements shall have been terminated.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Fat Brands, Inc)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The filings of US Buyer and Parent pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities set forth referred to in Section 3.05 and Buyer 3.05and Buyers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to US Buyer and SellerParent, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party Sellers and Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, including (i) the consent in writing of the Department to the transactions contemplated by this Agreement (the “Department Consent”), in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers’ Representative, and no such consent, authorization, order and approval shall have been revoked.revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) a. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) b. Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (XLR Medical Corp.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer Buyers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer Buyers and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Asset Purchase Agreement and Stock Purchase Agreement (Schmitt Industries Inc)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all any consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all any consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.04 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Securities Purchase Agreement (Society Pass Incorporated.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The filings of Buyer and Sellers pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:to
(a) The RCA Approval shall have been received.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced enforced, or entered any Governmental Order which that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller shall have received all consents, authorizations, orders orders, and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, fulfillment of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Major Shareholders shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 (if any) and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.024.02 (if any), in each case, in form and substance reasonably satisfactory to Buyer and the Seller's Representative, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Stock Purchase Agreement (Turning Point Brands, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.04 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
(c) A Change in Control of Seller shall have been consummated.
(d) Seller shall have obtained the Required Stockholder Vote with respect to the matters contemplated by this Agreement.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfilment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.02, and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and SellerBuyer, and no such consent, authorization, order and approval shall have been revoked.
(c) Both Party have executed the Transition Services Agreement or otherwise agreed in writing by both Parties.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.02 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Asset Purchase Agreement
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Second Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Company and Selling Stockholder shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Sellerother parties, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.024.03, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Stock Purchase Agreement (Turning Point Brands, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller The Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.04 and the Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to the Buyer and Sellerthe Sellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.04 and Buyer Investor shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer Investor and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Securities Purchase Agreement (Verus International, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) The Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.04 and the Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to the Buyer and the Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, case in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.05, and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.024.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Securities Purchase Agreement (Voyager Oil & Gas, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 7.02(d) of the Disclosure Schedules and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.04 and Buyer Buyers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer Buyers and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement and the Ancillary Documents shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement and the Ancillary Documents illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.; and
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.04(b) and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Share Purchase Agreement (Super League Gaming, Inc.)
Conditions to Obligations of All Parties. The obligations of each party Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer Buyers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer Buyers and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.05, if any, and Buyer shall have received all consents, authorizations, orders and approvals from the its board of directors, shareholders (if required), Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Cannapharmarx, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02approvals, in each case, in form and substance reasonably satisfactory to Buyer Purchaser and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
(c) Buyer and Seller shall have entered into an Option Agreement, in the form of Exhibit C hereto, granting Buyer the right to acquire all of the issued and outstanding capital securities of SMCB Solutions Private Limited, in consideration for the issuance of 314,485 shares of Common Stock of Parent.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.3 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.3, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and or approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party Party to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfulfillment (or waiver by such Party), at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement Transactions illegal, otherwise restraining or prohibiting consummation of such transactions the Transactions or causing any of the transactions contemplated hereunder Transactions to be rescinded following completion thereof.
(b) Seller The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.04 of the Disclosure Schedule and Buyer Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.026.03, in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked.
(c) Parent and Xxxxx Xxxxx shall have entered into an employment agreement (the “Employment Agreement”) .
(d) Parent and each Landlord shall have entered into a New Lease Agreement with respect to each Leased Premises.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The filings of Buyer and Sellers pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and SellerSeller Representative, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party Party to consummate the transactions contemplated by this Agreement Contemplated Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The filings of Buyer and Sellers pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement Contemplated Transactions illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder Contemplated Transactions to be rescinded following completion thereof.
(bc) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers’ Representative, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Equity Purchase Agreement (Amneal Pharmaceuticals, Inc.)
Conditions to Obligations of All Parties. The obligations of each party Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Each of the Company and its Subsidiaries shall have received all of the Required Consents, and shall have received all consents, authorizationsapprovals, orders Permits, Governmental Orders from or with respect to, and approvals from the shall make all declarations or filings with, or notices to, any Governmental Authorities Authority referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case3.04, in form and substance reasonably satisfactory to Buyer and SellerParent, and no such Required Consent or consent, authorizationapproval, order and approval Permit or Governmental Order shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers’ Representative shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.023.04, in each case, in form and substance reasonably satisfactory to Buyer and SellerBuyer, and no such consent, authorization, order and approval shall have been revoked, rescinded or expired.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
(c) A Change in Control of Parent shall have been consummated.
(d) Parent shall have obtained the Required Stockholder Vote with respect to the matters contemplated by this Agreement.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority Entity shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller The Stockholders and the Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 Sections 3.02 and 4.04, respectively, from all applicable Governmental Entities and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03 from all applicable Governmental Entities, in each case, in form and substance reasonably satisfactory to Buyer and SellerStockholders, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.3 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.024.3, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 of the Company Disclosure Schedules and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.024.02 of the Buyer Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Envirotech Vehicles, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The filings of Parent and the Company pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 3.02 and Buyer Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority governmental authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order governmental order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 governmental authorities and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02governmental authorities, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) The filings of Buyer and Sellers pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party Buyer and Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority governmental entity shall have enacted, issued, promulgated, enforced or entered any Governmental Order order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) The Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 Sections 2.02, 3.02, and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and SellerBuyer, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (MacKenzie Realty Capital, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the ClosingClosing Date, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.3 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.3, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) This Agreement shall have been duly adopted by the Requisite Company Vote.
(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(bc) Seller The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities Authorities, if any, referred to in Section 3.05 3.02 and Buyer Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities Authorities, if any, referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Merger Agreement (Fusion Telecommunications International Inc)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.03 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and SellerBuyer, and no such consent, authorization, order and approval shall have been revoked.
(c) Buyer and Seller shall have caused the Existing Hosting Agreement to be terminated.
Appears in 1 contract
Samples: Asset Purchase Agreement (Lm Funding America, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.02, and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, 4.03 in each case, in form and substance reasonably satisfactory to Buyer and SellerBuyer, and no such consent, authorization, order and approval shall have been revoked.
(c) The landlord under the Lease Agreements shall have given its consent to the assignment of such Lease Agreements to Buyer and the assumption of the obligations thereunder by Buyer, which shall include a release of Nxxx Xxxxxx from any personal guarantees under the Lease Agreements.
Appears in 1 contract
Samples: Purchase Agreement (American Brewing Company, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller’s Representative, and no such consent, authorization, order and approval shall have been revoked.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Q2Earth Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, 4.03 in each case, in form and substance reasonably satisfactory to Buyer and SellerBuyer, and no such consent, authorization, order and approval shall have been revoked.
(c) The landlord under the Lease Agreements shall have given its consent to the assignment of such Lease Agreements to Buyer and the assumption of the obligations thereunder by Buyer, which shall include a release of Xxxx Xxxxxx from any personal guarantees under the Lease Agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Brewing Company, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfilment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.04 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revokedrevoked and the relevant notice of transfer provided under the Transfer of Business (Protection of Creditors) Ordinance has been published and completed in accordance with the said ordinance.
Appears in 1 contract
Samples: Asset Purchase Agreement (Empowered Products, Inc.)
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall will have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Seller shall will have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 4.3 (including, for the avoidance of doubt, approval from the WUTC) and Buyer shall will have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.025.3, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall will have been revokedrevoked or subject to conditions that are unacceptable to either Seller Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement Contemplated Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement Contemplated Transactions illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder Contemplated Transactions to be rescinded following completion thereof.;
(b) Seller The parties shall have received all consents, authorizations, orders and approvals approvals, if any, from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to or in Section 4.024.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked; and
(c) Shareholder Approval shall have been obtained. The condition in Section 7.01(c) above may not be waived or amended by Buyer or Seller.
Appears in 1 contract
Samples: Stock Purchase Agreement (Addvantage Technologies Group Inc)
