Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, of the following conditions: (a) SCE and the SCE Shareholders shall have performed in all material respects their respective agreements contained herein required to be performed at or prior to the Effective Time, and the representations and warranties of SCE and the SCE Shareholders contained herein shall be true when made and (except for representations and warranties made as of a specified date, which need only be true as of such date) at and as of the Effective Time as if made at and as of such time, except as contemplated hereby; (b) Parent shall have completed its due diligence review of SCE and shall, in its sole and absolute discretion, be satisfied with the results of such review; (c) the appropriate officers of SCE shall have executed and delivered to Parent at the Closing, a closing certificate and incumbency certificate, substantially in the form of Exhibit "E" hereto. ----------- (d) SCE and the SCE Shareholders shall have obtained or caused to be obtained all of the Consents, if any, listed on Schedule 7.2(d) hereto; --------------- (e) there shall have been delivered to Parent at the Closing, duly executed by each of the SCE Shareholders receiving Parent Stock in the Merger, (i) an Agreement to be Bound to the Stockholders' Agreement, substantially in the form of Exhibit "F" hereto; and (ii) an Agreement to be Bound to the ----------- Registration Rights Agreement, substantially in the form of Exhibit "B" hereto; ----------- (f) Parent shall have received a corporate certificate of good standing for SCE, and a copy of the Articles of Incorporation of SCE, both as certified by the Secretary of State of California; (g) as of the date three business days prior to the Closing Date the SCE Debt shall be no greater than $150,000; (h) SCE shall have furnished evidence to Parent's satisfaction of performance under Sections 6.8, 6.9(a), 6.9(b) and 6.10 hereof; (i) Parent shall have received, at the Closing, a duly executed opinion of counsel to SCE and the SCE Shareholders, substantially in the form of Exhibit "G" hereto; ----------- (j) Parent shall have received from SCE the Tax Clearance Certificate, indicating that, except as set forth in Schedule 4.20 hereto, no ------------- taxes are owed by SCE to state or local taxing authorities in the State of California ; (k) Parent shall have received from SCE or the SCE Shareholders, as the case may be, such other documents as Parent's counsel shall have reasonably requested, in form and substance reasonably satisfactory to Parent's counsel; and (l) Parent shall have received evidence satisfactory to it that at the Closing the assets and properties used in the SCE Business are free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, Time of the following conditions:
(a) SCE TWG and the SCE Shareholders TWG Shareholder shall have performed in all material respects their respective agreements all agreements, obligations and covenants contained herein in this Agreement required to be performed by them at or prior to the Effective Time, and ;
(b) the representations and warranties of SCE TWG and the SCE Shareholders TWG Shareholder contained herein in this Agreement shall be true and correct in all material respects when made, and at and as of the Effective Time, as if made at and as of such time (except for representations and warranties made as of a specified date, which need only be true as of such date) at and as of the Effective Time as if made at and as of such time, except as contemplated hereby;
(b) Parent shall have completed its due diligence review of SCE and shall, in its sole and absolute discretion, be satisfied with the results of such review);
(c) There shall have been delivered to Parent at the Closing, (i) the Stockholders' Agreement executed by Xxxxxxx; (ii) an Employment Agreement executed by each of Xxxxxxx and Xxxxx, an Employment Agreement; (iii) an Option Agreement executed by each of Xxxxx, Xxxxxxx X. Xxxxxxxx and Xxxx Xxxxx;
(d) the appropriate officers of SCE TWG shall have executed and delivered to Parent at the Closing, a closing certificate and incumbency certificate, substantially in the form of Exhibit "EF" hereto. hereto ("TWG's Closing Certificate"); -----------
(de) SCE TWG and the SCE Shareholders TWG Shareholder shall have obtained or caused to be obtained all of the Consents, if any, Consents listed on Schedule 7.2(d7.2(e) hereto; ---------------
(e) there shall have been delivered to Parent at the Closing, duly executed by each of the SCE Shareholders receiving Parent Stock in the Merger, (i) an Agreement to be Bound to the Stockholders' Agreement, substantially in the form of Exhibit "F" hereto; and (ii) an Agreement to be Bound to the ----------- Registration Rights Agreement, substantially in the form of Exhibit "B" hereto; -----------
(f) Parent shall have received a corporate certificate Certificate of good standing for SCEExistence of TWG, and a copy of the Articles of Incorporation of SCETWG, both as certified by the Secretary of State of CaliforniaNorth Carolina;
(g) as of the date three business days prior to the Closing Date the SCE Debt shall be no greater than $150,000;
(h) SCE shall have furnished evidence to Parent's satisfaction of performance under Sections 6.8, 6.9(a), 6.9(b) and 6.10 hereof;
(i) Parent shall have received, at the Closing, a duly executed opinion of counsel to SCE TWG and the SCE ShareholdersTWG Shareholder, substantially in the form of Exhibit "G" heretohereto ("TWG's Opinion of Counsel"); and -----------
(jh) Parent shall have received from SCE the Tax Clearance Certificate, indicating that, except as set forth in Schedule 4.20 hereto, no ------------- taxes are owed by SCE to state or local taxing authorities in the State of California ;
(k) Parent shall have received from SCE TWG or the SCE ShareholdersTWG Shareholder, as the case may be, such other documents as Parent's counsel shall have reasonably requested, in form and substance reasonably satisfactory to Parent's counsel; and
(l) Parent shall have received evidence satisfactory to it that at the Closing the assets and properties used in the SCE Business are free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, of the following conditions:
(a) SCE W & L and the SCE W & L Shareholders shall have performed in all material respects their respective agreements contained herein required to be performed at or prior to the Effective Time, and the representations and warranties of SCE W & L and the SCE W & L Shareholders contained herein shall be true when made and (except for representations and warranties made as of a specified date, which need only be true as of such date) at and as of the Effective Time as if made at and as of such time, except as contemplated hereby;
(b) Parent shall have completed its due diligence review of SCE W & L and shall, in its sole and absolute discretion, be satisfied with the results of such review;
(c) the appropriate officers of SCE W & L shall have executed and delivered to Parent at the Closing, a closing certificate and incumbency certificate, substantially in the form of Exhibit "E" hereto. -----------
(d) SCE W & L and the SCE W & L Shareholders shall have obtained or caused to be obtained all of the Consents, if any, listed on Schedule 7.2(d) hereto; ---------------
(e) Parent shall have received a corporate certificate of good standing for W & L, and a copy of the Certificate of Incorporation of W & L, both as certified by the Secretary of State of New York;
(f) as of three business days prior to the Closing Date, the W & L Debt shall be no greater than $0;
(g) Each of Xxxxxxx and Xxxxxxxx shall have executed and delivered an Option Agreement, and Xxxxxxx shall have executed and delivered his employment agreement referred to in Section 6.8 hereof;
(h) Parent shall have received, at the Closing, a duly executed opinion of counsel to W & L and the W & L Shareholders, substantially in the form of Exhibit "G" hereto; -----------
(i) Parent shall have received evidence satisfactory to it that W & L has filed, pursuant to Section 907(e)(2)(H) of the BCL, an estimated cessation franchise tax report through the anticipated Closing Date;
(j) there shall have been delivered to Parent at the ClosingParent, duly executed by each of the SCE Shareholders receiving Parent Stock in the MergerXxxxxxx and Xxxxxxxx, (i) an Agreement to be Bound to the Stockholders' Agreement, substantially in the form of Exhibit "F" hereto; and (ii) an Agreement to be Bound ----------- to the ----------- Registration Rights Agreement, substantially in the form of Exhibit "B" hereto; ------------------------------
(fk) Parent shall have received a corporate certificate of good standing for SCE, and a copy of the Articles of Incorporation of SCE, both as certified by the Secretary of State of California;
(g) as of the date three business days prior to the Closing Date the SCE Debt shall be no greater than $150,000;
(h) SCE W & L shall have furnished evidence to Parent's satisfaction of performance under Sections 6.8Section 6.9 hereof, 6.9(a), 6.9(b) and 6.10 hereof;
(i) Parent shall have received, at the Closing, a duly executed opinion of counsel to SCE and the SCE Shareholders, substantially in the form of Exhibit "G" hereto; -----------
(j) Parent shall have received from SCE the Tax Clearance Certificate, indicating that, except as set forth in Schedule 4.20 hereto, no ------------- taxes are owed by SCE to state or local taxing authorities in the State of California ;
(k) Parent shall have received from SCE W & L or the SCE W & L Shareholders, as the case may be, such other documents as Parent's counsel shall have reasonably requested, in form and substance reasonably satisfactory to Parent's counsel; and
(l) Parent shall have received evidence satisfactory to it that at the Closing the assets and properties used in the SCE W & L Business are free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, Time of the following conditions:
(a) SCE and the SCE Shareholders shall have performed in all material respects their respective agreements contained herein required to be performed at or prior to the Effective Time, and the representations and warranties of SCE and the SCE Shareholders contained herein shall be true when made and (except for representations and warranties made as of a specified date, which need only be true as of such date) at and as of the Effective Time as if made at and as of such time, except as contemplated hereby;
(b) Parent shall have completed its due diligence review of SCE and shall, in its sole and absolute discretion, be satisfied with the results of such review;
(c) the appropriate officers of SCE Swan shall have executed and delivered to Parent at the Closing, a closing certificate and incumbency certificate, substantially in the form of Exhibit "ED" hereto. hereto ("Swan's Closing Certificate"); -----------
(db) SCE Swan and the SCE Swan Shareholders shall have obtained or caused to be obtained all of the Consents, if any, Consents listed on Schedule 7.2(d7.2(b) hereto; ---------------
(ec) there shall have been delivered to Parent at the Closing, duly executed by each of the SCE Shareholders receiving Parent Stock in the MergerSwan Shareholders, (i) an Agreement to be Bound to the First Amended and Restated Stockholders' Agreement of Parent, as amended effective May 31, 1997 (the "Stockholders' Agreement"), substantially in the form of Exhibit "FE" hereto; and (ii) an Agreement to be Bound to by the ----------- Registration Rights Agreement, substantially in the form of Exhibit "B" hereto; -----------;
(fd) Parent shall have received a corporate certificate of good standing for SCESwan, and a copy of the Articles of Incorporation of SCESwan, both as certified by the Secretary of State of CaliforniaGeorgia;
(ge) as of the date three business days prior to Closing the Closing Date the SCE Debt Swan Accounts Payable shall be no greater than $150,00064,724;
(h) SCE shall have furnished evidence to Parent's satisfaction of performance under Sections 6.8, 6.9(a), 6.9(b) and 6.10 hereof;
(if) Parent shall have received, at the Closing, a duly executed opinion and acknowledged by each of counsel to SCE and the SCE Swan Shareholders, substantially in the form of Exhibit "G" heretoSide Letter; -----------and
(jg) Parent shall have received from SCE the Tax Clearance Certificate, indicating that, except as set forth in Schedule 4.20 hereto, no ------------- taxes are owed by SCE to state or local taxing authorities in the State of California ;
(k) Parent shall have received from SCE Swan or the SCE Swan Shareholders, as the case may be, such other documents as Parent's counsel shall have reasonably requested, in form and substance reasonably satisfactory to Parent's counsel; and
(l) Parent shall have received evidence satisfactory to it that at the Closing the assets and properties used in the SCE Business are free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, of the following conditions:
(a) SCE Tekna and the SCE Tekna Shareholders shall have performed in all material respects their respective agreements contained herein required to be performed at or prior to the Effective Time, and the representations and warranties of SCE Tekna and the SCE Tekna Shareholders contained herein shall be true when made and (except for representations and warranties made as of a specified date, which need only be true as of such date) at and as of the Effective Time as if made at and as of such time, except as contemplated hereby;
(b) Parent shall have completed its due diligence review of SCE and shall, in its sole and absolute discretion, be satisfied with the results of such review;
(c) the appropriate officers of SCE Tekna shall have executed and delivered to Parent at the Closing, a closing certificate and incumbency certificate, substantially in the form of Exhibit "E" hereto. -----------Tekna's Closing Certificate.
(dc) SCE Tekna and the SCE Tekna Shareholders shall have obtained or caused to be obtained all of the Consents, if any, listed on Schedule 7.2(d7.2(c) hereto; ---------------
(ed) there shall have been delivered to Parent at the Closing, duly executed by each of the SCE Shareholders receiving Parent Stock in the MergerTekna Shareholders, (i) an Agreement to be Bound to the Stockholders' Agreement, substantially in the form of Exhibit "F" hereto; and (ii) an Agreement to be Bound to the ----------- Registration Rights Agreement, substantially in the form of Exhibit "B" hereto; -----------and (iii) an Employment Agreement.
(fe) Parent shall have received a corporate certificate of good standing for SCETekna, and a copy of the Articles of Incorporation of SCETekna, both as certified by the Secretary State Corporation Commission of State of CaliforniaVirginia;
(gf) as of the date three business days prior to the Closing Date the SCE Tekna Debt shall be no greater than $150,000656,272;
(hg) SCE Tekna shall have furnished evidence to Parent's satisfaction complied with its obligations under Section 6.6(a) hereof; Parent shall have received, at the Closing, Options executed and delivered by each of performance the recipients thereof; and the Tekna Optionholders shall have complied with all of their obligations under Sections 6.8, 6.9(a), 6.9(b) and Section 6.10 hereof;
(ih) Parent shall have received, at the Closing, a duly executed opinion of counsel to SCE Tekna and the SCE Tekna Shareholders, substantially in the form of Exhibit "G" hereto; -----------
(ji) Parent shall have received from SCE the Tax Clearance Certificate, indicating that, except as set forth in Schedule 4.20 hereto, no ------------- taxes are owed by SCE to state or local taxing authorities in the State of California ;
(k) Parent shall have received from SCE Tekna or the SCE Tekna Shareholders, as the case may be, such other documents as Parent's counsel shall have reasonably requested, in form and substance reasonably satisfactory to Parent's counsel; and;
(lj) Parent shall have received evidence satisfactory to it that at the Closing the assets and properties used in the SCE Tekna Business are free and clear of all Liens other than Permitted LiensLiens (as hereinafter defined); and
(k) Parent shall have received, at the Closing, the Escrow Agreement executed and delivered by the Tekna Shareholders and the Escrow Agent, respectively.
Appears in 1 contract
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, Time of the following conditions:
(a) SCE and the SCE Shareholders shall have performed in all material respects their respective agreements contained herein required to be performed at or prior to the Effective Time, and the representations and warranties of SCE and the SCE Shareholders contained herein shall be true when made and (except for representations and warranties made as of a specified date, which need only be true as of such date) at and as of the Effective Time as if made at and as of such time, except as contemplated hereby;
(b) Parent shall have completed its due diligence review of SCE and shall, in its sole and absolute discretion, be satisfied with the results of such review;
(c) the appropriate officers of SCE BII shall have executed and delivered to Parent at the Closing, a closing certificate and incumbency certificate, substantially in the form of Exhibit "EG" hereto. hereto (11BII's Closing Certificate"); -----------
(db) SCE BII and the SCE BII Shareholders shall have obtained or caused to be obtained all of the Consents, if any, Consents listed on Schedule 7.2(d7.2(b) hereto; ---------------
(ec) there shall have been delivered to Parent at the Closing, (i) duly executed by each of the SCE Shareholders receiving Parent Stock in the MergerBII Shareholders, (i) an Agreement to be Bound to the Stockholders' Agreement, substantially in Agreement Amendment and the form of Exhibit "F" heretoAgreement to Be Bound; and (ii) duly executed by each of the Persons listed on Schedule 7.1(c) above, an Agreement to be Bound to the ----------- Registration Rights Option Agreement, substantially in the form of Exhibit "B" hereto; --------------------------
(fd) Parent shall have received (i) a corporate certificate of good standing for SCEBII, and (ii) a copy of the Articles of Incorporation of SCEBII, both as certified by the Secretary of State of California;
(ge) Parent shall have received a Tax Clearance Certificate for BII, that is valid as of the date three business days hereof, issued by the State of California Franchise Tax Board;
(f) the total amount of BII Debt outstanding as of the date one day prior to the Closing Date the SCE Debt date hereof shall be no greater than $150,0002,365,680;
(g) Parent shall have received duly executed copies of the Redemption Agreements, and the transactions contemplated thereby shall have been consummated in accordance with the terms thereof;
(h) SCE BII shall have furnished complied with its obligations under Section 6.4(a) hereof (and Parent shall have received evidence to Parent's satisfaction thereof, in the case of performance under Sections 6.8, 6.9(athe surrender of BII Stock Rights), 6.9(b) and 6.10 hereof;
(i) Parent shall have received, at the Closing, a duly executed opinion of counsel to SCE BII and the SCE ShareholdersBII Shareholder, substantially in the form of Exhibit "GH" heretohereto ("BII's Opinion of Counsel"); and -----------
(j) Parent shall have received from SCE the Tax Clearance Certificate, indicating that, except as set forth in Schedule 4.20 hereto, no ------------- taxes are owed by SCE to state or local taxing authorities in the State of California ;
(k) Parent shall have received from SCE BII or the SCE BII Shareholders, as the case may be, such other documents as Parent's counsel shall have reasonably requested, in form and substance reasonably satisfactory to Parent's counsel; and
(l) Parent shall have received evidence satisfactory to it that at the Closing the assets and properties used in the SCE Business are free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, Time of the following conditions:.
(a) SCE and the SCE Shareholders shall have performed in all material respects their respective agreements contained herein required to be performed at or prior to the Effective Time, and the representations and warranties of SCE and the SCE Shareholders contained herein shall be true when made and (except for representations and warranties made as of a specified date, which need only be true as of such date) at and as of the Effective Time as if made at and as of such time, except as contemplated hereby;
(b) Parent shall have completed its due diligence review of SCE and shall, in its sole and absolute discretion, be satisfied with the results of such review;
(c) the appropriate officers of SCE Small World shall have executed and delivered to Parent at the Closing, a closing certificate and incumbency certificate, substantially in the form of Exhibit "EF" hereto. ; -----------
(db) SCE Small World and the SCE Small World Shareholders shall have obtained or caused to be obtained all of the Consents, if any, Consents listed on Schedule 7.2(d7.2(b) hereto; ---------------
(ec) there shall have been delivered to Parent at the Closing, duly executed by each of the SCE Shareholders receiving Parent Stock in the MergerSmall World Shareholders, (i) an Agreement to be Bound to the Second Amended and Restated Stockholders' Agreement of Parent, dated December 17, 1997 (the "Stockholders' Agreement"), substantially in the form of Exhibit "FG" ----------- hereto; and (ii) an Agreement to be Bound to by the ----------- Registration Rights Agreement, substantially in the form of Exhibit "B" hereto; -----------;
(fd) Parent shall have received a corporate certificate of good standing for SCESmall World, and a copy of the Articles Certificate of Incorporation of SCESmall World, both as certified by the Secretary of State of CaliforniaNew York;
(ge) as of the date three business days prior to Closing the Closing Date the SCE Small World Debt shall be no greater than $150,000936,976.34, and Parent shall have received pay-off letters with respect thereto in accordance with Section 6.5 hereto;
(f) Small World shall have complied with its obligations under Section 6.4(a) hereof;
(h) SCE Small World shall have furnished evidence delivered to Parent's satisfaction Parent a release, fully executed by Xxxx Xxxx, substantially in the form of performance under Sections 6.8, 6.9(a), 6.9(b) and 6.10 Exhibit "I" hereof;; -----------
(i) Parent shall have received, at the Closing, a duly executed opinion of counsel to SCE Small World and the SCE Small World Shareholders, substantially in the form of Exhibit "GJ" hereto; and -----------
(j) Parent shall have received from SCE the Tax Clearance Certificate, indicating that, except as set forth in Schedule 4.20 hereto, no ------------- taxes are owed by SCE to state or local taxing authorities in the State of California ;
(k) Parent shall have received from SCE Small World or the SCE Small World Shareholders, as the case may be, such other documents as Parent's counsel shall have reasonably requested, in form and substance reasonably satisfactory to Parent's counsel; and
(l) Parent shall have received evidence satisfactory to it that at the Closing the assets and properties used in the SCE Business are free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
