Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party to this Agreement to effect the Acquisition shall be subject to the satisfaction at or prior to the Closing of the following conditions:
Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of Buyer and Sellers to consummate the Transaction and the other transactions that are to occur at or after the Closing pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of the conditions set forth in this Section 6.1:
Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party to consummate the transactions contemplated hereby are subject to the satisfaction on or prior to the Closing of each of the following conditions:
(a) All consents by third parties (government or otherwise) that are required for the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Rights Offering) have been obtained on terms mutually agreeable to each party.
(b) The Registration Statement shall have been filed with the Commission and declared effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or otherwise shall have been complied with.
(c) No action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this agreement or any of the transactions contemplated hereby (including, without limitation, the Rights Offering), declare unlawful the transactions contemplated by this Agreement (including, without limitation, the Rights Offering) or cause such transactions to be rescinded.
(d) The Rights Offering shall have been consummated in conformity with the requirements and conditions set forth in the Registration Statement.
Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party to this Agreement to consummate the Stock Purchase and to take the other actions required to be taken by them pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditions (unless waived in writing by all parties):
(a) Governmental and Regulatory Approvals. Approvals from any Governmental or Regulatory Authority (if any) necessary for consummation of the transactions contemplated by this Agreement shall have been obtained.
(b) No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other Order issued by any Governmental or Regulatory Authority or other legal or regulatory restraint or prohibition preventing the consummation of the Stock Purchase shall be in effect (and no notice shall have been given of the intent to commence proceedings for such an Order or other prohibition); nor shall there be any action taken, or any Law or Order enacted, entered, enforced or deemed applicable to the Stock Purchase or the other transactions contemplated by the terms of this Agreement that would prohibit the consummation of the Stock Purchase; provided, however, that the party invoking this condition must use all commercially reasonable efforts to have such Order or injunction vacated.
Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party hereto to effect the Closing shall be subject to the fulfillment on or prior to the Closing Date of the following conditions. None of the conditions are waivable without written consent of Company and ADS: (a) The Exchange and the other proposals contained in ADS shareholder consents shall have been approved by the ADS Shareholders in accordance with applicable law; and (b) No order shall have been entered and remained in effect in any action or proceeding before any foreign, federal or state court or governmental agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the transactions contemplated hereby.
Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party to effect the Closing shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) no order shall have been entered and remain in effect in any action or proceeding before any foreign, federal or state court or governmental agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the transactions contemplated hereby; and
(b) Shareholder shall have provided TBA with a written agreement not to sell, assign, convey, encumber or otherwise transfer shares of TBA Common Stock acquired pursuant to this Agreement for a period of one year following the Closing Date.
Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party to this Agreement to effect the Closing shall be subject to the satisfaction or fulfillment, at or prior to the Closing Date, of each of the following conditions:
Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of Arena and UT to effect the Closing shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
Conditions to Obligations of Each Party to Effect the Closing. The obligations of the Purchaser to consummate the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of the Purchaser:
(a) All consents, approvals and authorizations required to be obtained to consummate the transactions contemplated hereby shall have been obtained from all applicable parties.
(b) The Purchaser shall have been provided with a certificate executed on behalf of Seller by an authorized officer certifying that the conditions set forth in Section 6.1(a) and shall have been fulfilled.
(c) Seller Parties shall have delivered to the Purchaser copies of resolutions adopted by the board of directors and shareholders of Seller authorizing the transactions contemplated by this Agreement, in each case certified by the Secretary of Seller as being true, complete and correct.
(d) Seller shall have executed and delivered to the Purchaser the Xxxx of Sale and Assumption Agreement.
(e) Sellers shall have delivered executed copies of any and all documentation reasonably requested by the Purchaser relating to the Purchaser’s securing the rights to the Intellectual Property included in the Purchased DR Assets.
(f) Seller shall have delivered irrevocable power of attorneys to persons designated by the Purchaser to facilitate, cause and register the transfers of the respective Subsidiaries’ Purchased Assets to the Purchaser (in substantially the form attached as Exhibit B hereto).
Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party to this Agreement to effect the Acquisition shall be subject to the satisfaction at or prior to the Closing of the following condition: no temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or Governmental or Regulatory Authority or other legal or regulatory restraint or prohibition preventing the consummation of the Acquisition shall be in effect; nor shall there be any action taken, or any Law or Order enacted, entered, enforced or deemed applicable to the Acquisition or the other transactions contemplated by the terms of this Agreement that would prohibit the consummation of the Acquisition.
