Conditions to Obligations of Parent and Merger Sample Clauses

Conditions to Obligations of Parent and Merger. Sub to Effect the ---------------------------------------------------------------- Merger. The obligations of Parent and Merger Sub to effect the Merger shall be ------ subject to the -38- fulfillment at or prior to the Effective Date of the additional following conditions, unless waived by Parent:
Sample 1
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Conditions to Obligations of Parent and Merger. Sub to Effect the Merger (a) Each of the representations and warranties of the Company: (i) contained in Section 4.02(a) shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); (ii) contained in Sections 4.01, 4.02 (other than Sections 4.02(a) and 4.02(d)), 4.03 and 4.20 shall be true and correct in all material respects without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein as of the date of this Agreement and the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); (iii) set forth on Schedule 7.02(a)(iii) shall be true and correct as set forth on such schedule; and (iv) contained in Article IV of this Agreement (other than Sections 4.01, 4.02(a), 4.02(b), 4.02(c), 4.02(e), 4.03, 4.20, and those representations and warranties set forth on Schedule 7.02(a)(iii)), without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct as of the date of this Agreement and the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except where the failure of such representations and warranties identified in this clause (iv) to be true and correct, would not have a Company Material Adverse Effect. (b) The Company shall have performed or complied in all material respects with its obligations required under this Agreement to be performed or complied with on or prior to the Closing. (c) Parent shall have received at the Closing a certificate signed by an executive officer of the Company certifying as to the matters set forth in Sections 7.02(a), 7.02(b) and 7.02(d). (d) Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect. (e) The Company shall have filed all forms, re...
Sample 1
Conditions to Obligations of Parent and Merger. Sub to Effect the ---------------------------------------------------------------- Merger. The obligations of Parent and Merger Sub to effect the Merger shall be ------ subject to the satisfaction of, or waiver by Parent, at or prior to the Closing Date, of the following additional conditions: (a) each of the representations and warranties of Target contained in this Agreement that is qualified by materiality shall be true and correct at and as of the Effective Time as if made at and as of the Effective Time and each of such representations and warranties of Target that is not so qualified shall be true and correct in all material respects at and as of the Effective Time as if made as of the Effective Time ; (b) Target shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time; (c) Parent shall have received a certificate executed on behalf of Target by the Chief Executive Officer or Chief Financial Officer of Target to the effect set forth in clauses (a) and (b) of this Section 9.3; ----------- (d) the number of dissenting shares shall not exceed 5% of the number of shares of Target Stock then issued and outstanding; (e) immediately prior to the Closing, Target shall reduce the then- outstanding principal balance of all Notes, together with all accrued and unpaid interest thereon by repaying the Notes with any cash remaining on its balance sheets, and after such cash payment, the amount of any remaining unpaid principal under the Notes, together with any accrued and unpaid interest thereon, shall be deducted from the Purchase Price; (f) Parent shall have received a statement in a form reasonably satisfactory to Parent for purposes of satisfying Parent's obligations under Treasury Regulation Section 1.1445-2(c)(3); (g) the Target Shareholders holding, beneficially or of record, at least a majority of the outstanding shares of each class of stock required to approve the Merger shall have approved the Merger, this Agreement and the transactions contemplated hereby; (h) Target Shareholders owning at least 90% of the Target Shares, including Xxxxx Xxxxxx, C. Xxxxx Xxxxxxxx and Xxxx X. Xxxxxx, shall have each executed the Limited Acknowledgement Signature Page; (i) The Surviving Corporation shall have received the Tax Opinion; (j) each of Xxxx Xxxxx, Xxxxxxx Xxxxx, Xxxx Watkco and Xxxxx Straight shall have entered into an Employme...
Sample 1

Related to Conditions to Obligations of Parent and Merger

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub 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 Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Performance of Obligations of Parent and Merger Sub Each of Parent and Merger Sub 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.

  • Conditions to Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with Xx. Xxxxxxx Xxxxxxx Xxxxxxxx; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

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