Conditions to Obligations of Parent and Merger Subs. The obligations of Parent and the Merger Subs to effect the Mergers are also subject to the satisfaction or waiver by Parent at or prior to the Closing of the following conditions:
Conditions to Obligations of Parent and Merger Subs. The respective obligations of Parent and Merger Subs to effect the Mergers shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:
(a) the representations and warranties of BioLite and (solely with respect to the BioKey Merger) BioKey set forth in this Agreement shall be true and correct (without giving effect to any limitation on any representation or warranty indicated by the words “BioLite Material Adverse Effect”, “BioKey Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially”) as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), after giving effect to any updates made to the BioLite Schedule of Exceptions and BioKey Schedule of Exceptions made on or after the date hereof and prior to Closing, in each case except where the failure of any such representations and warranties to be so true and correct would not, or would not reasonably be expected to, individually or in the aggregate, have a BioLite Material Adverse Effect or BioKey Material Adverse Effect;
(b) BioLite and (solely with respect to the BioKey Merger) BioKey shall each have complied in all material respects with their respective obligations pursuant to Article 6 and Article 7;
(c) BioLite shall have obtained and delivered to Parent any consent, approval, authorization, permit, action, or notification set forth on Schedule 3.5(a) of the BioLite Schedule of Exceptions which (i) shall be in form and substance reasonably satisfactory to Parent, (ii) shall not be subject to the satisfaction of any condition that has not been satisfied or waived, and (iii) shall be in full force and effect;
(d) Solely with respect to the BioKey Merger, BioKey shall have obtained and delivered to Parent any consent, approval, authorization, permit, action, or notification set forth on Schedule 4.5(a) of the BioKey Schedule of Exceptions which (i) shall be in form and substance reasonably satisfactory to Parent, (ii) shall not be subject to the satisfaction of any condition that has not been satisfied or waived, and (iii) shall be in full force and effect;
(e) stockholders of BioLite constituting the BioLite Requisite Vote shall have approved this Agreement;
(f) solely with respect to the BioKey Merger, stockholders of BioKey constituting the BioKey Requisite Vote shall have approved this Agreem...
Conditions to Obligations of Parent and Merger Subs. The obligations of Parent and Merger Subs to effect the Merger is further subject to the satisfaction or waiver by Parent of the following conditions:
(a) (i) the representations and warranties of the Sellers contained in Section 5.11(a)(ii) shall be true and correct in all respects, (ii) the representations and warranties of Sellers contained in Article IV, Section 5.1, Section 5.2, Section 5.4 and Section 5.5 (other than Section 5.4(a), the first sentence of Section 5.4(b), the first sentence of Section 5.5(a) and the first sentence of Section 5.5(c)) of this Agreement (disregarding all materiality and Oceanbulk Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects as of the Closing Date as if made at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct in all material respects as of such other time), (iii) the representations and warranties of Sellers contained in Section 5.4(a), the first sentence of Section 5.4(b), the first sentence of Section 5.5(a) and the first sentence of Section 5.5(c) of this Agreement shall be true and correct (except for de minimis exceptions) as of the Closing Date as if made at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct (except for de minimis exceptions) as of such other time), and (iv) all of the other representations and warranties of the Sellers contained in this Agreement or in any certificate or other writing delivered by Sellers’ Representative pursuant hereto (disregarding all materiality and Oceanbulk Material Adverse Effect qualifications contained therein) shall be true and correct as of the Closing Date as if made at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct as of such other time), except where the failure of such representations and warranties to be so true and correct would not have an Oceanbulk Material Adverse Effect;
(b) all of the consents, authorizations, waivers, approvals, notices, expirations, filings and registrations set fo...
Conditions to Obligations of Parent and Merger Subs. The obligations of Parent and Merger Subs to consummate the transactions contemplated by this Agreement will be subject to the fulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the representations and warranties of the Company contained in Section 3.01, Section 3.02, Section 3.04, Section 3.06 and Section 3.27, each of the representations and warranties of the Company in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto that is expressly qualified by a reference to materiality or Material Adverse Effect will be true in all respects as so qualified, and each of the representations and warranties of the Company in this Agreement that is not so qualified will be true and correct in all material respects, on and as of the Closing as though such representation or warranty had been made on and as of such time (except that those representations and warranties which address matters only as of a particular date will remain true and correct as of such date). The representations and warranties of the Company contained in Section 3.01, Section 3.02, Section 3.04, Section 3.06 and Section 3.27 will 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 will be determined as of that specified date in all respects);
(b) The representations and warranties of the Sole Shareholder contained in Section 2.09(b) will 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;
Conditions to Obligations of Parent and Merger Subs. The obligation of Parent and Merger Subs to consummate the Closing is subject to the satisfaction, or the waiver in Parent’s sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by the Company at or prior to the Closing Date;
(b) The representations and warranties of the Company contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Company Fundamental Representations, shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made at and as of such date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date) except, in each case, for any failure of such representations and warranties (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) to be so true and correct that would not in the aggregate have or reasonably be expected to have a Material Adverse Effect in respect of the Company;
(c) The Company Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and correct in all respects at and as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies in Section 4.5;
(d) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect in respect of the Company that is continuing;
(e) Parent shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of the Company certifying the accuracy of the provisions of the foregoing clauses (a), (b), (c) and (d) of this Section 9.2;
(f) Parent shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Company attaching true, correct and complete...
