CONDITIONS TO OBLIGATIONS OF NEWCO. The obligations of Newco to effect the Merger shall be further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:
(a) The representations and warranties of the Company in this Agreement that are qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); provided that this paragraph (a) shall be deemed satisfied so long as the failure of all such representations and warranties to be so true and correct would not have or would not reasonably be likely to have a Material Adverse Effect; and Newco shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.
(b) The Company shall have performed in all material respects the material obligations required to be performed by it under this Agreement at or prior to the Closing Date; and Newco shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect. 46
(c) Newco shall have received evidence, in form and substance reasonably satisfactory to it, that such consents, approvals, authorizations, permits, actions, filings or notifications of, with or to all Governmental Entities as specified in Section 3.5(b) have been obtained, except where the failure to obtain such consents, approvals, authorizations, permits, actions, filings or notifications would not have or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.
(d) There shall not be pending any suit, action or proceeding by any U.S. federal Governmental Entity (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the transactions contemplated by this Agreement or, in connection therewith, seeking to obtain from Newco or any of its affiliates any damages that are material to the Company and its Subsidiaries, taken as a whole, (ii) seeking to prohibit or limit the ownership or operation by Newco of any material portion of the business or assets of the Company and its Subsidiaries, ...
CONDITIONS TO OBLIGATIONS OF NEWCO. The obligations of NewCo to consummate the transactions contemplated hereby and in particular the Amalgamation are subject to the satisfaction, on or before the Closing Date, of the conditions for the benefit of NewCo set forth in the Acquisition Agreement governing the terms and conditions of the Acquisition and of the following conditions:
(i) each of the acts of RWB and SubCo to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed by them and there shall have been no material adverse change in the financial condition or business of RWB or SubCo, taken as a whole, from and after the date hereof; and
(ii) NewCo shall have received a certificate from a senior officer of RWB and SubCo confirming that the conditions set forth in Section 7.3(a) hereof have been satisfied. The conditions described above are for the exclusive benefit of NewCo and may be asserted by NewCo regardless of the circumstances or may be waived by NewCo in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which NewCo may have.
CONDITIONS TO OBLIGATIONS OF NEWCO. The obligations of Newco hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Newco, but only in a writing signed by Newco):
CONDITIONS TO OBLIGATIONS OF NEWCO. The obligations of Newco to effect the Merger are further subject to the following conditions:
CONDITIONS TO OBLIGATIONS OF NEWCO. The obligations of Newco 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 NEWCO. Notwithstanding any other provision of this Contribution Agreement, the obligations of NEWCO to effect the transactions contemplated by this Contribution Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) the conditions set forth in Section 7.1;
(b) the representations and warranties of BCEC contained in this Contribution Agreement shall be true and correct as of the Closing Date (or, if given as of a specific date, at and as of such date), except for such failures to be true which (i) have been cured prior to the Closing Date or (ii) do not, in the aggregate, constitute a Material Adverse Effect;
(c) the contributions of BCEC pursuant to Section 2.1 and covenants of each of the parties hereto (other than NEWCO) to be complied with or performed on or before the Closing Date pursuant to the terms hereof shall have been duly complied with or performed, except for such failures to comply or perform which do not, in the aggregate, constitute a Material Adverse Effect; and
(d) assignment agreements and unit powers in form and substance reasonably acceptable to NEWCO evidencing the transfer of the BCEOC Membership Interests shall have been executed and delivered by BCEC.
CONDITIONS TO OBLIGATIONS OF NEWCO. The obligations of NewCo hereunder are subject to the fulfillment, prior to the purchase and sale transaction contemplated herein, of each of the following conditions, any of which may be waived by NewCo. Upon consummation of the purchase and sale of Company Stock and related transactions contemplated herein, all conditions not satisfied are deemed to be waived.
CONDITIONS TO OBLIGATIONS OF NEWCO. 3 CONDITIONS TO OBLIGATIONS OF COMPANY AND THE BANK. . . . . . . . . . . . . . . . . . . . . 24 ARTICLE VII. TERMINATION . . . . . . . . . . . . . . . . 25
CONDITIONS TO OBLIGATIONS OF NEWCO. The obligations ---------------------------------- of NEWCO to consummate the transactions contemplated by this Plan also are subject to the written waiver by NEWCO or the fulfillment on or prior to the Effective Date of each of the following conditions:
CONDITIONS TO OBLIGATIONS OF NEWCO. Notwithstanding any other provision of this Contribution Agreement, the obligations of NEWCO to effect the transactions contemplated by this Contribution Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) the conditions set forth in Section 7.1;
(b) the representations and warranties of each of the HEC Members contained in this Contribution Agreement shall be true and correct as of the Closing Date (or, if given as of a specific date, at and as of such date);
(c) the covenants of each of the HEC Members to be complied with or performed on or before the Closing Date pursuant to the terms hereof shall have been duly complied with or performed;
(d) each HEC Member shall have delivered to NEWCO a duly executed certificate of non-foreign status in the form and manner that complies with Section 1445 of the Code and the Treasury Regulations thereunder; and
(e) assignment agreements and unit powers in the form attached hereto as Exhibit G shall have been executed and delivered to NEWCO by each of the HEC Members.
