Conditions to Obligations of Holdings. The obligations of Holdings to ------------------------------------- consummate the transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by Holdings:
8.6.1 The representations and warranties of Purchaser and Company set forth in Article 5 and Article 6, respectively, shall be true and correct on the date hereof and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except as affected by the transactions contemplated by this Agreement and except for such inaccuracies which have not had and would not reasonably be expected to have in the reasonably foreseeable future a material adverse effect on Purchaser or the Company, respectively
8.6.2 Company shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date.
8.6.3 The sale of the Purchaser Securities and the issuance of the Warrant: (i) shall not be prohibited or enjoined (temporarily or permanently) by any Governmental Authority pursuant to any applicable law or governmental regulation, nor shall any Action seeking such prohibition or injunction be pending; and (ii) shall not subject Holdings to any material penalty or, in its reasonable judgment, other onerous condition under or pursuant to any applicable law or governmental regulation;
8.6.4 Purchaser shall have paid to Holdings the Purchase Price;
8.6.5 The Company shall have issued and delivered to Holdings or its designated assigns the Warrant or Warrants as contemplated in this Agreement; and
8.6.6 The Company shall have delivered to Holdings an opinion of counsel satisfactory to Holdings which shall include, without limitation, an opinion that the Warrant or Warrants have been duly authorized and validly issued and constitute valid and binding obligations of the Company enforceable in accordance with their terms.
Conditions to Obligations of Holdings. All obligations of Holdings at the Closing hereunder are subject to the fulfillment (or waiver at the option of Holdings) prior to or at the Closing of each of the following conditions:
Conditions to Obligations of Holdings. The obligations of Holdings to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver by Holdings, in its sole discretion, at or prior to the Closing, of the following conditions:
Conditions to Obligations of Holdings. 46 7.1 Consents............................................ 47 7.2
Conditions to Obligations of Holdings. The obligations of Holdings to consummate the Merger 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 Holdings to the extent permitted by applicable law:
Conditions to Obligations of Holdings. The obligations of Holdings to effect the transactions contemplated by this Agreement will be subject to the fulfillment on or prior to the date of this Agreement of each of the following conditions:
(a) The Policy shall have been duly issued and shall be in full force and effect;
(b) Marine shall have provided Holdings a certificate, executed by Marine’s Chief Financial Officer or such other officer as Holdings shall request, in form and substance satisfactory to Holdings, certifying that the representations and warranties in Section 4.01 are true and correct on and as of the date of this Agreement;
(c) Marine shall have paid the Transaction Fee in full;
(d) Marine shall have paid in full all fees and other amounts due or payable at or prior to the date of this Agreement pursuant to the Control Agreement and the Custodian Services Agreement;
(e) Marine and Citibank, N.A. shall have executed and delivered the Control Agreement; and
(f) Marine and Xxxxxxx Xxxxxx & Xxxxxx, LLP (the “Custodian”) shall have executed and delivered that certain Custodian Services Agreement in the form attached as Exhibit D hereto (the “Custodian Services Agreement”).
Conditions to Obligations of Holdings. The obligation of Holdings to deliver Holdings Shares to the Stockholder at the Closing is subject to the fulfillment on or prior to the Closing (except for Section 6.5, which condition must be satisfied after the Closing) of the following conditions: 6.1
Conditions to Obligations of Holdings. The obligations of Holdings to ------------------------------------- perform this Agreement and consummate the Merger are subject to the satisfaction of the following conditions, unless waived by Holdings pursuant to Section 11.6(a) of this Agreement:
Conditions to Obligations of Holdings. The obligation of Holdings to issue and sell to the Purchaser the Securities shall be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date:
(a) There shall have been no material breach by the Purchaser in the performance of any of its covenants, agreements or obligations herein to be performed at or prior to the Closing.
(b) The representations and warranties contained in Section 3 hereof shall be accurate in all material respects as of the Closing Date.
(c) The Transaction Agreements shall have become effective and the Transactions contemplated in the Offering Memorandum to be consummated on or prior to the Closing Date shall have been consummated.
Conditions to Obligations of Holdings. SSC and the Company. The ---------------------------------------------------------- obligations of Holdings, SSC and the Company to consummate the transactions contemplated hereby are subject to the fulfillment of each of the following conditions on or prior to the Amendment Date:
