Conditions to Obligations of Bancorp Sample Clauses

Conditions to Obligations of Bancorp. The obligation of Bancorp to effect the Merger is also subject to the satisfaction or waiver by Bancorp at or prior to the Effective Time of the following conditions:
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Conditions to Obligations of Bancorp. The obligations of Bancorp to effect the Consolidation and the other transactions contemplated hereby shall be subject to the satisfaction or written waiver by Bancorp of the following additional conditions before the Effective Time: (a) NO MATERIAL ADVERSE EFFECT. Between the date of this Agreement and Closing, Sturgis shall have not been affected by any event or change which has had or caused a material adverse effect or material adverse change on Sturgis.
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Conditions to Obligations of Bancorp. The obligations of Bancorp hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Bancorp in its sole discretion):
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Conditions to Obligations of Bancorp. The obligations of Bancorp to consummate the Merger are also subject to the fulfillment or written waiver by Bancorp prior to the Closing Date of each of the following conditions:
Sample 1
Conditions to Obligations of Bancorp. The obligations of Bancorp to perform this Agreement and consummate the Mergers and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by Bancorp pursuant to Section 10.6(a):
Sample 1
Conditions to Obligations of Bancorp. The obligations of Bancorp to effect the Merger shall be subject to the fulfillment of each of the following additional conditions:
Sample 1
Conditions to Obligations of Bancorp. The obligations of Bancorp to consummate the transactions contemplated hereby, and in particular the Private Placement, are subject to the satisfaction, on or before the Effective Date or such other time as is specified below, of the following conditions: (a) each of the acts and undertakings of each of AltaRex and Medical to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been duly performed by each of AltaRex and Medical; (b) AltaRex and Medical shall have furnished Bancorp with: (i) certified copies of the resolutions duly passed by the boards of directors of AltaRex and Medical approving this Agreement and the consummation of the transactions contemplated hereby and directing the submission of the Arrangement for approval at the AltaRex Securityholders’ Meeting and recommending that AltaRex Securityholders vote in favor of the Arrangement; and (ii) certified copies of the special resolution of AltaRex Securityholders, duly passed at the AltaRex Securityholders’ Meeting, approving the Arrangement in accordance with the Interim Order; (c) AltaRex shall have mailed the Information Circular and other documentation required in connection with the AltaRex Securityholders’ Meeting on or before January 6, 2003; (d) holders of not more than 2% of those holders of AltaRex Common Shares who shall be entitled to dissent as a result of their shares of Twin Butte or Medical being cancelled and repurchased pursuant to the Arrangement, shall have exercised rights of dissent in relation to the Plan of Arrangement and AltaRex shall have provided to Bancorp a certificate of an officer of AltaRex certifying on the Effective Date the number of AltaRex Common Shares in respect of which holders have exercised rights of dissent; (e) except as affected by the transactions contemplated by this Agreement, the representations and warranties of AltaRex contained in Schedule C and of Medical contained in Schedule D shall be true in all material respects on the Effective Date with the same force and effect as though such representations and warranties had been made at and as of such time (except to the extent such representations and warranties speak as of a particular date and except to the extent of the issuance of AltaRex Common Shares on the exercise of AltaRex Options or AltaRex Warrants, as applicable) except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect o...
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Related to Conditions to Obligations of Bancorp

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

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

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

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

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

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

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

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

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

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