Conditions to Obligations of Purchaser and Merger Sub. The obligation of Purchaser and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Purchaser, at or prior to the Effective Time, of the following conditions:
Conditions to Obligations of Purchaser and Merger Sub. The ----------------------------------------------------- respective obligations of Purchaser and Merger Sub to consummate the Merger are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by Purchaser or Merger Sub, as the case may be, to the extent permitted by applicable law:
Conditions to Obligations of Purchaser and Merger Sub. The obligations of Purchaser and Merger Sub to effect the Merger shall be subject to the fulfillment on or prior to the Closing Date of the following additional conditions, any one or more of which may be waived in whole or in part by Purchaser:
Conditions to Obligations of Purchaser and Merger Sub. The obligations of Purchaser and Merger Sub to effect the Merger are further subject to the following conditions:
Conditions to Obligations of Purchaser and Merger Sub. The obligations of PURCHASER and MERGER SUB to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by PURCHASER and MERGER SUB pursuant to Section 11.6(a) of this Agreement:
(a) The representations and warranties of TARGET set forth or referred to in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date), except (i) as expressly contemplated by this Agreement, or (ii) for representations and warranties (other than the representations and warranties set forth in Section 4.3 of this Agreement, which shall be true in all respects) the inaccuracies of which relate to matters that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET.
(b) Each and all of the agreements and covenants of TARGET to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.
(c) TARGET shall have delivered to PURCHASER (i) a certificate, dated as of the Effective Time and signed on its behalf by its chief executive officer, to the effect that the conditions of its obligations set forth in Sections 9.2(a) and 9.2(b) of this Agreement have been satisfied in all material respects, and (ii) certified copies of resolutions duly adopted by TARGET's Board of Directors and shareholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail as PURCHASER and its counsel shall reasonably request.
(d) TARGET shall have delivered to PURCHASER an opinion of Smith, Mackinnon, Greeley, Bowdoin, Edwards, Xxxxxxxx & Marks, P.A., counsel to TARGET, dated as of the Closing, in substantially the form of Exhibit 3 hereto.
Conditions to Obligations of Purchaser and Merger Sub. The obligation of Purchaser and Merger Sub to consummate the Merger is subject to the fulfillment of the following conditions, any or all of which may be waived in whole or in part by Purchaser or Merger Sub, as the case may be, to the extent permitted by law:
(a) this Agreement shall have been duly approved by the holders of a majority of the outstanding Company Shares, in accordance with applicable law and the Company's Certificate of Incorporation and bylaws and as contemplated by Section 8.3;
(b) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all Regulatory Filings and other filings required to be made prior to the Effective Time by the Company with, and all consents, approvals and authorizations required to be obtained prior to the Effective Time by the Company from, governmental and regulatory authorities in connection with the execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby by the Company, Purchaser and Merger Sub shall have been made or obtained (as the case may be);
(i) no United States or state court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered an Order and (ii) no governmental or regulatory authority, agency, department or commission shall have instituted any action, suit or proceeding, or, with respect to any such authority, agency, department or commission validly exercising jurisdiction over the transaction with respect to antitrust considerations, threatened to institute any action, suit or proceeding, seeking (A) an Order or (B) to impose on the Company, Purchaser, Merger Sub or any of their respective Affiliates, any terms or conditions that in the good faith judgment of the Board of Directors of the Purchaser are reasonably likely to adversely affect in any significant manner the economic benefits of the transactions contemplated by this Agreement to the Purchaser and its stockholders; provided, however, that clause (ii) of this Section 9.2(c) shall not be available to Purchaser if it shall not have made the Section 8.4 Offer prior to its seeking to delay the Closing on the basis of such condition;
(d) the representations and warranties of the Company made in this Agreement shall be true and correct as of the Closing Date with the same effect as if made on the Closing Date and the Company shall have provided a cert...
Conditions to Obligations of Purchaser and Merger Sub. The obligations of Purchaser and Merger Sub to effect the Merger will be subject to the satisfaction or written waiver by Purchaser (to the extent such conditions can be waived), at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of Purchaser and Merger Sub. The obligations of Purchaser and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of the following further conditions:
(a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii)(A) the representations and warranties of the Company contained in this Agreement that are qualified by reference to materiality, a Company Material Adverse Effect or a Material Adverse Restriction shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time (provided that representations made as of a specific date shall be required to be true and correct as of such date only), (B) the representations and warranties of the Company set forth in Section 5.1(a), Section 5.2 (other than with respect to the non-applicability of any anti-takeover laws or regulations other than Section 203 of the DGCL), Section 5.4(a), Section 5.5, Section 5.10(g) and Section 5.23 that are not qualified by Company Material Adverse Effect shall have been true and correct in all respects (except for de minimis deviations) when made and at and as of the Effective Time, as if made at and as of such time (provided that representations made as of a specific date shall be required to be true and correct as of such date only), (C) the representations and warranties of the Company set forth in Section 5.3(b), Section 5.4(b), Section 5.6, Section 5.9, Section 5.11, Section 5.19 (except for the last two sentences thereof) and Section 5.20(b) shall have been true and correct in all material respects when made and as of the Effective Time, as if made again at and as of such time, (D) the representations and warranties of the Company set forth in Section 5.10(h) and the last two sentences of Section 5.19 shall have been true and correct when made and as of the Effective Time, as if made again at and as of such time, except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, does not result in, and is not reasonably likely to result in, a Material Adverse Restriction, and (E) all other representations and warranties of the Company shall have been true and correct when made and at and as of the Effective Time as if made at and as of such time (provided, that representations made as of a specific date shall be required to be true and correct as of such date only), except wher...
Conditions to Obligations of Purchaser and Merger Sub. The obligation of Purchaser and Merger Sub to consummate the Closing is subject to the satisfaction, or the waiver at Purchaser’s sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date.
(b) All of the representations and warranties of the Company contained in this Agreement and in any certificate delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall: (i) be true and correct at and as of the date of this Agreement, or, (ii) if otherwise specified, when made or when deemed to have been made, and (iii) be true and correct as of the Closing Date, except in the case of (i), (ii) and (iii) for any inaccuracies in such representations and warranties which would not in the aggregate reasonably be expected to have a Material Adverse Effect.
(c) There shall have been no continuing event, change or occurrence which individually or together with any other event, change or occurrence, would reasonably be expected to have a Material Adverse Effect.
(d) Purchaser shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (c) of this Section 10.2 (the “Company Certificate”).
(e) Purchaser shall have received the Financial Statements.
(f) Purchaser shall have received (i) a copy of the Charter Documents certified as of a recent date by the Secretary of State or similar official of its jurisdictions of organization, (ii) copies of resolutions duly adopted by the board of directors of the Company and by vote or consent of the Shareholders authorizing this Agreement, the Additional Agreements and the transactions contemplated hereby and thereby, and (iii) a certificate of the Secretary of the Company certifying as to signatures of the officer(s) executing this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary.
(g) Each of the Voting Agreement, Registration Rights Agreement and Escrow Agreement shall have been duly executed and delivered by each party thereto other than Purchaser.
(h) The immediately available funds contained in the New Investment Escrow Account available for release to Purchaser immediately ...
Conditions to Obligations of Purchaser and Merger Sub. The obligation of Purchaser and Merger Sub to consummate the Merger shall be subject to the satisfaction of the following conditions precedent, any or all of which may be waived, in whole or in part, by Purchaser in writing:
(a) The representations and warranties of each of the Shareholders contained in this Agreement shall be true, correct and complete as of the Closing Date;
(b) Each of the agreements and covenants to be performed or satisfied by the Company and/or the Shareholders hereunder at the Closing Date, shall have been duly performed or satisfied in all respects;
(c) The Shareholders and the Company shall (and the Shareholders shall cause the Company to) have delivered, or caused to be delivered, to Purchaser and Merger Sub each of the following executed documents, each in form and substance satisfactory to Purchaser:
(i) a copy of resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, by the Company, as certified by the Company’s secretary;
(ii) documentation of the Shareholder Approval authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, by the Company, as certified by the Company’s secretary;
(iii) either a properly executed statement satisfying the requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) in a form reasonably acceptable to Purchaser or certificates of non-foreign status from each Shareholder satisfying the requirements of Treasury Regulations Section 1.1445-2(b) in a form reasonably acceptable to Purchaser;
(iv) the Articles of Merger;
(v) the Escrow Agreements and the documents contemplated thereby;
(vi) resignations of (or certificates of appropriate corporate action removing) the Company’s officers and directors;
(vii) the Restrictive Covenant Agreement (as defined in 6.2(h), below);
(viii) the Releases;
