Conditions to Obligations of Seller and the Company. The obligations of Seller and the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of Sellers’ and the Company’s waiver, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of Buyer contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) 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 shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 shall 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. (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellers. (e) Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (f) Buyer shall have delivered to Sellers the Stock Consideration and the Cash Consideration. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement.
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Conditions to Obligations of Seller and the Company. The respective obligations of Seller and the Company to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment of Sellers’ fulfillment, or written waiver by Seller and the Company’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The Buyer’s representations and warranties of Buyer contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on at 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 shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 shall be true and correct in all respects on and as of the date hereof and had been made on and as of the Closing Date; all agreements to be performed hereunder by Buyer at or prior to the Closing Date with shall have been performed in all material respects; and Seller and the same effect as though made at and Company shall have received a certificate, dated as of such date.the Closing Date, signed by the Chief Executive Officer of Buyer to the foregoing effects;
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each delivered to Seller $300,000 of the other Transaction Documents to be performed or complied with by it prior to or on Cash Consideration, the Closing Date; provided, that, with respect to agreements, covenants Promissory Note and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.SSGI Shares;
(c) No injunction or restraining order shall have been issued by any Governmental Authority, All consents and be approvals required in effect, which restrains or prohibits any material transaction contemplated hereby.
(d) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellers.
(e) Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing connection with the execution, delivery and performance of this Agreement shall have been obtained;
(d) All necessary action (corporate or otherwise) shall have been taken by Buyer to authorize, approve and the other Transaction Documents adopt this Agreement and the consummation and performance of the transactions contemplated hereby and therebyhereby, and that all such resolutions are Seller shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer of Buyer to the foregoing effect;
(e) Buyer shall have executed and delivered to Seller the Consulting Agreement in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.form attached hereto as Exhibit D;
(f) Buyer shall have executed and delivered to Sellers Seller the Stock Consideration and Registration Rights Agreement (herein so called) in the Cash Consideration.form attached hereto as Exhibit F;
(g) Buyer shall have executed and delivered to Sellers Seller the Pledge Agreement (herein so called) in the form attached hereto as Exhibit B.
(h) Buyer shall have executed and delivered each other agreement, instrument and document required to be executed by Buyer in connection herewith, including; and
(i) Buyer shall have delivered to Seller such other good standing certificates, officers’ certificates and similar documents or instruments and certificates as Sellers counsel for Seller shall have reasonably request and are reasonably necessary requested prior to consummate the transactions contemplated by this AgreementClosing Date.
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Conditions to Obligations of Seller and the Company. The obligations of Seller and the Company to consummate the transactions contemplated by this Agreement shall be each Closing is subject to the fulfillment of Sellers’ satisfaction, or the waiver in Seller’s and the Company’s waiversole and absolute discretion, at or prior to the each Closing, of each all of the following further conditions:
(a) Purchaser 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 Purchaser at or prior to the Initial Closing Date.
(b) The representations and warranties of Buyer Purchaser contained in this AgreementAgreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the other Transaction Documents and any certificate or other writing delivered pursuant hereto Purchaser Fundamental Representations, shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and of this Agreement, as of the Initial Closing Date with the same effect and any Additional Closing, as though if made at and as of such date (except those representations to the extent that any such representation and warranties that address matters only warranty is made as of a specified an earlier date, the accuracy of in which case such representation and warranty shall be determined true and correct in all material respects at and as of that specified date in such earlier date).
(c) The Purchaser Fundamental Representations (disregarding all respects). The representations and warranties of Buyer qualifications contained in Section 4.01 therein relating to materiality or Material Adverse Effect) shall be true and correct in all respects on at and as of the date hereof and on and of this Agreement, as of the Initial Closing Date with and any Additional Closing, as if made as of such date (except to the same effect extent that any such representation and warranty is expressly made as though made of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date.
(b) Buyer shall have duly performed and complied in all material respects with all agreements), covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated herebythan de minimis inaccuracies.
(d) The Transaction Documents (other than Since the date of this Agreement) , there shall not have been executed and delivered by the parties thereto and true and complete copies thereof shall occurred any Effect in respect of Purchaser that individually, or together with any other Effect, has had or would reasonably be expected to have been delivered to Sellersa Material Adverse Effect in respect of Purchaser.
(e) Sellers The Company and Seller shall have received a certificate certificate, dated as of the Secretary or an Assistant Secretary Initial Closing Date and each Additional Closing, signed by the Chief Executive Officer of Purchaser certifying accuracy of the provisions of the foregoing clauses (or equivalent officera), (b), (c) and (d) of Buyer certifying that attached thereto are true this Section 10.3.
(f) The Company and Seller shall have received a certificate, dated as of the Initial Closing Date and the Additional Closing Dates, signed by the Secretary of Purchaser attaching true, correct and complete copies of all resolutions duly adopted by the board Board of directors Directors of Buyer Purchaser authorizing this Agreement, the execution, delivery Additional Agreements to which Purchaser is a party and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force the Purchaser Proposals; and effect and are all a certificate of good standing of Purchaser, certified as of a recent date by the resolutions adopted in connection with Secretary of State of the transactions contemplated hereby and thereby.
(f) Buyer shall have delivered to Sellers the Stock Consideration and the Cash ConsiderationState of Delaware.
(g) Buyer Purchaser or stockholder of Purchaser shall have executed and delivered to the Company a copy of each Additional Agreement, to which Purchaser or such other stockholder of Purchaser, as applicable, is a party.
(h) Purchaser shall have delivered to Sellers such other documents or instruments as Sellers reasonably request Seller and are reasonably necessary to consummate the transactions contemplated by this AgreementCompany, the Purchaser Compliance Documents.
Appears in 1 contract
Samples: Stock Purchase Agreement (International Media Acquisition Corp.)
Conditions to Obligations of Seller and the Company. The obligations of Seller and the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of Sellers’ Seller’s and the Company’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) 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 shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 shall 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.
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.
(d) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellers.
(e) Sellers Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.
(f) Buyer shall have delivered to Sellers Seller the Stock Consideration and the Cash Consideration.Purchase Price
(g) Buyer shall have delivered to Sellers Seller such other documents or instruments as Sellers Seller reasonably request requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
(h) Buyer shall have delivered such corporate resolutions of the shareholder of the Buyer and the Company authorizing and approving the election of Kozaris to the Board of Directors of the Company.
Appears in 1 contract
Conditions to Obligations of Seller and the Company. The obligations of Seller and the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of Sellers’ Seller’s and the Company’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) 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 shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 shall 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.
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.
(d) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to SellersSeller.
(e) Sellers Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.
(f) Buyer shall have delivered to Sellers Seller the Stock Consideration and the Cash ConsiderationPurchase Price.
(g) Buyer shall have delivered to Sellers Seller such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (American International Holdings Corp.)
Conditions to Obligations of Seller and the Company. The obligations of Seller and the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of Sellers’ and the Company’s waiverfulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Seller in its sole discretion:
(a) The representations and warranties of Buyer contained in this AgreementArticle V shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein (any such qualification, a “Materiality Qualifier”)) would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect; provided, that, the other Transaction Documents Buyer Fundamental Representations (x) that are not qualified by any Materiality Qualifier shall be true and correct in all material respects when made and as of the Closing Date (except with respect to representations and warranties that relate to a particular date, which representations and warranties shall be true and correct in all material respects as of such date) and (y) that are qualified by any certificate or other writing delivered pursuant hereto Materiality Qualifier shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on when made and as of the Closing Date with the same effect as though made at and as of such date (except those with respect to such representations and warranties that address matters only as of relate to a specified particular date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 shall 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.);
(b) Buyer shall have duly performed in all material respects all obligations and agreements and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on at the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.Closing;
(c) No injunction or restraining order shall have been issued no Action by any U.S. federal or state (not including any municipality thereof) Governmental AuthorityAuthority that challenges or seeks to make illegal or otherwise retrain, and be in effect, which restrains prohibit or prohibits enjoin any material transaction contemplated hereby.
(d) The Transaction Documents (other than this Agreement) shall have been executed and delivered by of the parties thereto and true and complete copies thereof shall have been delivered to Sellers.
(e) Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of hereto from consummating the transactions contemplated hereby shall be pending, which, if determined adversely, would reasonably be expected to materially and therebyadversely affect Seller, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.should Closing occur; and
(fd) Buyer shall have delivered or caused to Sellers the Stock Consideration and the Cash Consideration.be delivered to Seller:
(gi) Buyer shall have delivered to Sellers such a duly executed counterpart of each of the Ancillary Agreements, signed by each party other documents than Seller;
(ii) a certificate, dated as of the Closing Date and signed by the President or instruments as Sellers reasonably request Chief Financial Officer of Buyer, that each of the conditions set forth in Section 8.2(a) and are reasonably necessary to consummate the transactions contemplated by this AgreementSection 8.2(b) has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (TopBuild Corp)
