Conditions to Obligations of Parent and Newco Sample Clauses

Conditions to Obligations of Parent and Newco. The obligations of Parent and Newco to effect the Merger are further subject to the following conditions:
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Conditions to Obligations of Parent and Newco. The obligations of Parent and Newco to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions: (a) there shall not have occurred any event or circumstances that has had or is reasonably likely to have a Material Adverse Effect on the Company; (b) all representations and warranties of the Company under this Agreement which are qualified as to materiality shall be true and correct in all respects and all representations and warranties of the Company under this Agreement that are not qualified as to materiality shall be true and correct in all material respects on and as of the Effective Time; (c) the Company shall have performed in all material respects all covenants and agreements required to be performed by it prior to the Effective Time; (d) Parent shall have received a certificate signed on behalf of the Company by its chief executive officer to the effect set forth in clauses (b) and (c) above; and (e) all conditions under the Asset Purchase Agreement shall have been satisfied or waived and the transactions contemplated thereby shall have been consummated.
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Conditions to Obligations of Parent and Newco. The obligation of Parent and Newco to complete the Merger and take the other actions required to be taken by Parent or Newco at the Closing is subject to the satisfaction at or prior to the Closing of each of the following conditions, any one or more of which Parent may waive in whole or in part at or prior to the Closing: (a) The representations and warranties of Company contained in this Agreement must have been true and correct in all material respects as of the date hereof, and must be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made and this Agreement had been delivered on and as of the Closing Date; provided, however, that notwithstanding anything to the contrary contained in this Section 10.2 or elsewhere in this Agreement, no condition involving the accuracy of representations and warranties made by Company as of the date of this Agreement or the Closing Date or any other date or period, shall be deemed not fulfilled, and Parent and Newco shall not be entitled to fail to consummate the Contemplated Transactions or to terminate this Agreement on such basis, if the respects in which such representations and warranties are inaccurate, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded). (b) All of the covenants, agreements and conditions of Company to be performed or complied with at or prior to the Closing pursuant to the terms of this Agreement must have been duly performed and complied with in all material respects. (c) Parent shall have received an opinion from U.S. counsel to the Company, in form and substance reasonably satisfactory to Parent, that the Parent Consolidated Shares issued to the Company Stockholders in the Merger , the Parent Share Exchanges,and Replacement Options and Warrants shall be exempt from registration under the Securities Act and applicable rules and regulations promulgated thereunder.
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Conditions to Obligations of Parent and Newco. The obligation of Parent and Newco to consummate the Merger and the other transactions contemplated hereby shall be subject to the fulfillment, prior to or at the Closing, of each of the following conditions (any or all of which may be waived by Parent):
Sample 1
Conditions to Obligations of Parent and Newco. The obligations of Parent and Newco under this Agreement are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Parent, but only in a writing signed on behalf of Parent by its Chief Executive Officer):
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Related to Conditions to Obligations of Parent and Newco

  • 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:

  • 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:

  • 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 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 to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the 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.

  • 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:

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