Conditions to Obligations of Parent and Buyer. Except as may be waived in writing by Parent and Buyer, the obligations of Parent and Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by Buyer of the following conditions at or prior to the Closing:
Conditions to Obligations of Parent and Buyer. The obligations of Buyer Group to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer Group’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of each Seller contained in ARTICLE III shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect.
(b) Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the other transaction documents to which Sellers are a party to be performed or complied with by them prior to or on the Closing Date.
(c) Buyer shall have received a certificate, dated the Closing Date and signed by each Seller (or duly authorized officer of Seller, as applicable), that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied with respect to such Seller.
(d) If Seller is not an individual, Buyer shall have received a certificate of a duly authorized officer of such Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of such Seller’s corporate parent authorizing the execution, delivery and performance of this Agreement and the other transaction documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.
(e) If Seller is not an individual, Buyer shall have received a certificate of a duly authorized officer of such Seller’s corporate parent certifying the names and signatures of the officers of such Seller authorized to sign this Agreement and the other documents to be delivered hereunder.
(f) Buyer shall have received a duly authorized and executed certificate certifying that no interest in the Company is a “United States real property interest” within the meaning of Code Section 897(c)(1) and otherwise satisfying the requirements of Treasury Regulations Section ...
Conditions to Obligations of Parent and Buyer. The obligations of Parent and Buyer to consummate the Closing is subject to the satisfaction of the following further conditions:
(a) The representations and warranties of Seller and the Controlling Shareholder set forth in this Agreement shall be true and correct as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.
(b) Each of Seller and the Controlling Shareholder shall have performed in all material respects all obligations required to be performed by it or him under this Agreement at or prior to the Closing Date.
(c) Buyer shall have received a certificate signed by the Chief Executive Officer(s) of Seller and Txtstation confirming Sections 6.02(a) and (b).
(d) Buyer shall have received (i) resolutions duly adopted by the Board of Director and sole shareholder of Seller approving the execution and delivery of this Agreement and all other necessary or proper organizational action to enable Seller to comply with the terms of this Agreement, and (ii) all other documents it may reasonably request relating to the existence of Seller and the authority of Seller for this Agreement, all in form and substance reasonable satisfactory to Buyer.
(e) Buyer shall have entered into employment arrangements with each of Xxxxxxx Xxxxxx and Xxxx Xxxxxx on terms and conditions (including confidentiality, trade secret protection, proprietary inventions assignment, non-solicitation and non-compete) consistent with similarly situated employees of Buyer.
(f) Txtstation shall have executed and delivered to Buyer the Txtstation Representation Letter.
(g) Buyer shall have received (i) an opinion of New Zealand corporate counsel (reasonably acceptable to Txtstation and Buyer) addressed to Parent and Buyer to the effect that no action or approval of the shareholders of Txtstation is required (and that Txtstation has taken all necessary or proper corporate action) (A) to enable Seller to execute and deliver this Agreement and perform the terms hereof and (B) to enable. Txtstation to execute and deliver the Txtstation Representations Letter and perform the terms thereof and (ii) a certificate and consent of holders of in excess of 75% of ...
Conditions to Obligations of Parent and Buyer. The obligations of Parent and Buyer to effect the Merger and to consummate the other transactions contemplated to occur on the Closing Date are further subject to the following conditions, any one or more of which may be waived by Buyer:
Conditions to Obligations of Parent and Buyer. The obligations of Parent and Buyer to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Effective Time of the following additional conditions:
Conditions to Obligations of Parent and Buyer. The obligations of Parent and Buyer to effect the Merger and to consummate the other transactions contemplated to occur on the Closing Date are further subject to the following conditions, any one or more of which may be waived in writing by Buyer (provided that the failure of any condition set forth in Section 6.2(a) and (c) as a result of any action taken or not taken by Seller as contemplated by Section 4.2 of the Seller Disclosure Letter, as otherwise agreed to by Parent or as a result of the consummation of the transactions contemplated by this Agreement and the Partnership Merger Agreement shall not cause or result in any such condition not being satisfied):
Conditions to Obligations of Parent and Buyer. The obligations of Parent and Buyer to consummate the Closing is subject to the satisfaction of the following further conditions:
(a) The representations and warranties of the Mobivity Sellers set forth in this Agreement shall be true and correct as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.
(b) Each Mobivity Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.
(c) Buyer shall have received a certificate signed by each Controlling Owner confirming Sections 7.02(a) and (b).
(d) Buyer shall have received (i) resolutions duly adopted by the Board of Directors of MV and the members of Mobivity approving the execution and delivery of this Agreement and all other necessary or proper organizational action to enable the Mobivity Sellers to comply with the terms of this Agreement, and (ii) all other documents it may reasonably request relating to the existence of MV and Mobivity and the authority of MV and Mobivity for this Agreement, all in form and substance reasonable satisfactory to Buyer.
Conditions to Obligations of Parent and Buyer. The obligations of Parent and Buyer to effect the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions except to the extent waived in writing by Parent and Buyer:
Conditions to Obligations of Parent and Buyer. Parent's and Buyer's obligations to close this transaction are subject to their reasonable satisfaction (or waiver by Parent in writing) of the following conditions on and as of the Closing:
Conditions to Obligations of Parent and Buyer. In addition to the terms and provisions of Section 2.10, the obligation of Parent and Buyer to consummate the Closing is subject to the satisfaction, or the waiver at Parent’s and Buyer’s sole and absolute discretion, of all the following further conditions:
(i) Each of Seller and the Members shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them at or prior to the Closing Date, (ii) the representations and warranties of Seller and the Members contained in this Agreement, the Additional Agreements and in any certificate or other writing delivered by Seller or any Member pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) there shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a known risk, and (iv) Parent and Buyer shall have received a certificate signed by the President and Chief Financial Officer of Seller and all of the Members to the effect set forth in clauses (i), (ii) and (iii) of this Section 8.2(a).
(b) No court, arbitrator or governmental body, agency or official shall have issued any Order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law, statute, rule or regulation, restraining or prohibiting the consummation of the Closing or the effective operation or enjoyment by Parent or Buyer of the Business after the Closing Date.
(c) Parent shall have received all documents it may request relating to the existence of Seller and the authority of Seller to enter into and perform its respective obligations under this Agreement, all in form and substance reasonably satisfactory to Parent and its legal counsel, including (i) a copy of the certificate of formation of Seller certified as of a recent date by the Secretary of State of New York, (ii) copies of Seller’s operating agreement as effective on the date hereof; (iii) copies of resolutions duly adopted by the Board of Managers of Seller and by the unanimous vote or ...
