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 Parent and Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s and Parent’s waiver, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) All approvals, consents, authorizations, orders and waivers that are listed on Section 3.5 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing, and no such approvals, consents, authorizations, orders or waivers shall have been revoked.
(c) Other than the representations and warranties of Seller contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.6 and Section 3.27, the representations and warranties of Seller contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and 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, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Seller contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.6 and Section 3.27 shall be true and correct in all respects on and as of the date hereof and on and 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, the accuracy of which shall be determined as of that specified date in all respects).
(d) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement.
(e)...
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 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. 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 obligation of each of Parent and Buyer to consummate the transactions contemplated hereby is subject to the satisfaction (or waiver by Parent) of the following additional conditions:
(a) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are required on the part of the Seller or Metromedia to consummate the transactions contemplated hereby shall have been obtained (and copies thereof shall have been provided to the Parent) on terms which are reasonably satisfactory to the Parent (provided that Parent and Buyer agree that the obtaining of consents with respect to the Division Contracts listed on Schedule 5.2(a) shall not be a condition to the Closing);
(b) the representations and warranties of the Seller set forth in Section 2 and of Metromedia set forth in Section 11 which are qualified as to materiality shall be true and correct in all respects, and those which are not qualified as to materiality shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date or as of the date of this Agreement (in which case such representations and warranties shall be true and correct as of such date in all respects, or true and correct as of such date in all material respects, as applicable);
(c) there shall not be threatened or pending any suit, action or proceeding by any Governmental Entity:
(i) seeking to prohibit or impose any material limitations on the Parent's ownership or operation (or that of any of its subsidiaries or Affiliates) of all or a material portion of their businesses or assets or the Division or the Assets, or to compel the Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate any material portion of the Assets or the business or assets of the Parent or any of its subsidiaries or Affiliates,
(ii) seeking to restrain or prohibit the consummation of the Closing or the performance of any of the other transactions relating to this Agreement, or seeking to obtain from the Parent or any subsidiary of the Parent any damages that are material,
(iii) seeking to impose material limitations on the ability of the Parent, or rendering the Parent unable, to accept for payment or pay for or purchase some or all of the Assets or otherwise to consummate the C...
Conditions to Obligations of Parent and Buyer. The obligations of Parent and Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:
(a) (i) Seller, as to this Agreement, and each of the Majority Stockholder and Xxxxxx Xxxxx, as to the Voting Agreement, shall have performed and complied with in all material respects all of their respective obligations thereunder required to be performed by such Person at or prior to the Closing Date; (ii)(A) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto or thereto,
