Conditions to Obligations of Holdco. The obligations of Holdco to consummate the Transactions shall be subject to the fulfillment or Holdco’s waiver, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of Holdco. The obligations of Holdco to acquire the Transferred Property and consummate the other transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by Holdco to the extent permitted by applicable Law:
(a) the representations and warranties of Skynet contained in Section 3.1, read as though they did not contain any qualification as to materiality, Business Material Adverse Effect or Skynet Material Adverse Effect, shall have been true and correct as of the date hereof, except where the failure of such representations or warranties to be so true and correct, in the aggregate, has not had or would not reasonably be expected to have, a Business Material Adverse Effect (it being understood that, for the avoidance of doubt, the failure of any such representation or warranty to be true and correct on or as of the Closing Date shall not be a condition to the effectuation of the Closing);
(b) the covenants contained in this Agreement to be complied with or performed by Skynet shall have been complied with or performed; provided that the matters set forth in this Section 5.2(b) shall not be a condition to the obligation of Holdco to consummate the acquisition of the Transferred Property and the other transactions hereunder unless and until such matters, in the aggregate, shall have had a Business Material Adverse Effect;
(c) the Confirmation Order shall be in full force and effect and shall not have been reversed, vacated or stayed or amended or otherwise modified in a manner that is material and adverse to the Business or which otherwise materially and adversely impairs the consummation of the transactions contemplated by this Agreement and the Asst Purchase Agreement;
(d) the Shareholders Agreement shall have been executed and delivered by each party thereto other than Holdco and PSP;
(e) the Third Party Consents shall have been obtained, except for those Third Party Consents the failure of which to be obtained would not, individually or in aggregate, reasonably be expected to result in a Business Material Adverse Effect;
(f) prior to or simultaneously with the Closing, (i) all issued and outstanding shares of Skynet Preferred Stock shall have been called for redemption by Skynet and (ii) pursuant to and in accordance with Article V.D of the Skynet Preferred Stock Terms, Skynet shall have deposited with its transfer agent or other redemption agent, as a trust f...
Conditions to Obligations of Holdco. The obligations of Holdco to consummate the transactions contemplated hereunder and to take the other actions at the Contribution Closing required by this Agreement are subject to the satisfaction or waiver by Holdco of the following conditions:
(a) The representations and warranties of the Rollover Stockholder set forth in this Agreement shall have been true and correct when made and shall be true and correct as of, and as if made at, the Contribution Closing; and
(b) The Rollover Stockholder shall have performed all of the agreements and covenants contained in or contemplated by this Agreement that are required to be performed by the Rollover Stockholder under this Agreement at or prior to the Contribution Closing.
Conditions to Obligations of Holdco. (i) No Action shall have been commenced against Triller. 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.
(ii) HoldCo’s receipt of all closing deliverables set forth in Section 1.4(b).
(iii) Silicon Valley Bank shall have executed and delivered the SVB Consent.
Conditions to Obligations of Holdco. The obligations of Holdco to consummate the transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by Holdco to the extent permitted by applicable Law:
(a) the representations and warranties of Loral contained in Section 5.1 shall have been true and correct in all material respects as of the date hereof and as of the relevant date upon which performance is being made, except to the extent that such failure of the representations are warranties to be true and correct does not affect the ability of Loral and Skynet to consummate the transactions contemplated by this Agreement; and
(b) the covenants contained in this Agreement to be complied with or performed by Loral, the T-11N Transferor and Skynet shall have been complied with or performed in all material respects through the relevant date upon which performance is being made, except to the extent that the failure to comply with such covenants does not affect the ability of Loral or Skynet to consummate the transactions contemplated by this Agreement; provided that Holdco may not refuse to consummate the transactions contemplated by this Agreement as a result of the failure of any condition contained in this Section 7.2 to the extent that Holdco is responsible for such failure.
Conditions to Obligations of Holdco. Affiliated Companies and Shareholders. Holdco's, each Affiliated Company's and each Shareholder's obligations hereunder are subject to the fulfillment or satisfaction, on and as of the Effective Date, of each of the following conditions (any one or more of which may be waived, but only in a writing signed by such party):
(a) The representations and warranties of HCCH set forth herein shall be true and accurate in all material respects on and as of the Effective Date with the same force and effect as if they had been made on the Effective Date (except to the extent a representation or warranty speaks specifically as of an earlier date and except for changes contemplated by this Agreement) and HCCH shall have provided Holdco with a certificate executed by the President and the Chief Financial Officer of HCCH, dated as of the Effective Date, to such effect. For the purposes of determining the accuracy of the representations and warranties of HCCH, any change or effect in the business of HCCH that results in substantial part as a consequence of the public announcement or pendency of the intended acquisition of Holdco and the Affiliated Companies by HCCH shall not be deemed a Material Adverse Change or Material Adverse Effect or other breach of representation or warranty with respect to HCCH.
(b) HCCH shall have performed and complied with all of its covenants contained herein in all material respects on or before the Effective Date, and Holdco shall receive a certificate to such effect signed by HCCH's President and Chief Financial Officer.
(c) Except as set forth in the HCCH Disclosure Schedule, there shall have been no Material Adverse Change in HCCH since the HCCH Balance Sheet Date.
(d) Holdco shall have received a written opinion in form and substance satisfactory to it from Xxxxxxxx Xxxxxxxx & Xxxxxx P.C. to the effect that the Merger will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368 of the Code. In preparing such opinion, counsel may rely on (and to the extent reasonably required, Holdco, the Affiliated Companies and the Shareholders shall make) reasonable representations as to facts related thereto.
(e) Holdco shall have received from Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., counsel to HCCH, an opinion in form and substance satisfactory to the Shareholders.
(f) Mellon shall have been appointed Chairman of the Board, Chief Executive Officer and President of Holdco.
(g) The shares of HCCH Common Stock ...
