Conditions to Obligations of Parent and MergerSub Sample Clauses

Conditions to Obligations of Parent and MergerSub. The obligations of Parent and MergerSub 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:
Sample 1
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Conditions to Obligations of Parent and MergerSub. The obligations of Parent and MergerSub to carry out the transactions contemplated by this Agreement are subject, at the option of Parent, to the satisfaction, at or prior to the Closing Date, or waiver by Parent of the following conditions: (a) The Business Representations and the representations and warranties set forth in Section 3.27 shall be true and correct in all material respects at and as of the date of this Agreement and the Closing, and the Fundamental Representations (excluding the representations and warranties set forth in Section 3.27) shall be true and correct in all respects at and as of the date of this Agreement and the Closing, and Holding shall have performed and satisfied in all material respects the agreements and covenants required by this Agreement to be performed and satisfied by it at or prior to the Closing and Parent shall have received a certificate duly executed by an officer of the Entities with respect to the foregoing and clause (b) below. (b) There shall not have occurred from the date of this Agreement any event or development that has had or is reasonably expected to have a Material Adverse Effect. (c) Parent shall have received copies of Stockholder Support Agreements executed by stockholders of Holding representing at least 92.5% of the outstanding Common Stock. The Stockholder Support Agreements shall remain in full force and effect on and as of the Closing Date, and each of such Stockholders thereto shall have performed and complied, in all material respects, with all of its covenants and obligations contained in such Stockholder Support Agreement required to be performed on or prior to the Closing Date. (d) The Non-Competition Agreements shall remain in full force and effect. (e) As of the Closing Date, no court or other Governmental Authority shall have issued an order which is then in effect restraining or prohibiting the completion of the transactions contemplated hereby, and no action shall have been taken by any Governmental Authority seeking any of the foregoing, and no applicable Legal Requirement or order shall have been enacted, entered, enforced or deemed applicable to the Merger that makes consummation of the Merger illegal. (f) Parent shall have received each document or other delivery required to be delivered to it pursuant to Section 2.3 and Section 2.4 hereof. (g) The Representations and Warranties Insurance Policy, in then-prevailing market terms for products of this type, shall have been issued and...
Sample 1
Conditions to Obligations of Parent and MergerSub. The obligations of Parent and MergerSub to effect the Merger and the other transactions contemplated herein are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:
Sample 1
Conditions to Obligations of Parent and MergerSub. The obligation of Parent and MergerSub to effect the Closing shall be subject to the satisfaction of the following conditions, except to the extent waived in writing by Parent (it being understood that if Parent and MergerSub consummate the Closing, then such consummation shall be deemed a waiver in writing of any such condition that has not been satisfied as of the Closing):
Sample 1

Related to Conditions to Obligations of Parent and MergerSub

  • 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:

  • 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:

  • 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 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:

  • 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 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:

  • 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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