Conditions to Obligations of Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties’ waiver, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of Buyer contained in ARTICLE IV shall be true and correct in all respects 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, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied. (d) Seller shall have received a certificate of the 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 consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby. (e) Buyer shall have delivered, or caused to be delivered, to the Seller Parties stock certificates or a stock ledger in book entry form evidencing that the Buyer Shares have been transferred to the Seller Parties in the amounts set forth opposite each such Seller Party’s name on Section 2.01(a) of the Disclosure Schedules effective upon the Closing.
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Samples: Securities Exchange Agreement (Ecoark Holdings, Inc.), Securities Exchange Agreement (Humbl, Inc.)
Conditions to Obligations of Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties’ Parent’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The Other than the representations and warranties of Buyer contained in ARTICLE IV Section 5.01, Section 5.02 and Section 5.04, 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 5.01, Section 5.02 and Section 5.04 shall be true and correct in all respects on and as of that specified date), except where the failure date hereof and on and as of the Closing Date with the same effect as though made at and as of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebydate.
(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.
(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) Buyer shall have delivered to the Seller Parties duly executed counterparts of the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.02(b).
(e) Buyer shall have delivered the Purchase Price to the Persons specified in Section 2.04 in the amounts specified in such section.
(f) The Seller Parties shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a7.03(a) and Section 6.03(b7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”).
(dg) The Seller Parties shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (i) 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 herebyhereby 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 herebyhereby and thereby and (ii) the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder.
(eh) Buyer shall have delivered, or caused to be delivered, delivered to the Seller Parties stock certificates such other documents or a stock ledger in book entry form evidencing that instruments as Parent reasonably requests and are reasonably necessary to consummate the Buyer Shares transactions contemplated by this Agreement.
(i) The Vertex Energy Stockholder Approval shall have been transferred to the Seller Parties in the amounts set forth opposite each such Seller Party’s name on Section 2.01(a) of the Disclosure Schedules effective upon the Closingobtained.
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Conditions to Obligations of Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties’ waiver, at or prior to the Closing, of each of the following conditions:
(a) The Other than the representations and warranties of Buyer contained in ARTICLE IV Section 5.01, Section 5.02, Section 5.03, and Section 5.04, the representations and warranties of Buyer contained in this Agreement, the Ancillary 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 5.01, Section 5.02, Section 5.03, and Section 5.04 shall be true and correct in all respects on and as of that specified date), except where the failure date hereof and on and as of the Closing Date with the same effect as though made at and as of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebydate.
(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 Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.
(c) Buyer shall have delivered to Seller all documents and deliveries set forth in Section 3.02(b).
(d) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a7.02(a) and Section 6.03(b7.02(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”).
(d) Seller shall have received a certificate of the 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 consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.
(e) Buyer shall have delivered, or caused to be delivered, to the Seller Parties stock certificates or a stock ledger in book entry form evidencing that the Buyer Shares have been transferred to the Seller Parties in the amounts set forth opposite each such Seller Party’s name on Section 2.01(a) of the Disclosure Schedules effective upon the Closing.
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Conditions to Obligations of Seller Parties. The obligations of the Seller Buyer Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties’ waiver, at or prior to the ClosingClosing Date, of each of the following conditions:
(a) The representations and warranties of the Buyer Parties contained in ARTICLE IV this 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 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 true and correct in all respects determined as of that specified datedate in all respects), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
(b) Each Buyer Party shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date, if the Closing occurs after the date of this Agreement.
(c) Seller shall have received a certificate, dated as of the Closing Date Date, if the Closing occurs after the date of this Agreement, and signed by a duly authorized officer of Buyereach of the Buyer Parties, that each of the conditions set forth in Section 6.03(a7.3(a) and Section 6.03(b7.3(b) have been satisfied.
(d) Seller The Transaction Documents shall have received a certificate of been executed and delivered by the Secretary (or equivalent officer) of Buyer certifying that attached parties thereto are and true and complete copies of all resolutions adopted by thereof shall have been delivered to the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated herebySeller Parties.
(e) Buyer The Seller Parties shall have delivered, or caused to be delivered, to the Seller Parties stock certificates or a stock ledger in book entry form evidencing that the Buyer Shares have been transferred to the Seller Parties in the amounts set forth opposite each such Seller Party’s name on Section 2.01(a) received all of the Disclosure Schedules effective upon the Closingdeliverables required under Section 7.5(b).
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Conditions to Obligations of Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties’ Parent’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The Other than the representations and warranties of Buyer contained in ARTICLE IV Section 5.01, Section 5.02 and Section 5.04, 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 5.01, Section 5.02 and Section 5.04 shall be true and correct in all respects on and as of that specified date), except where the failure date hereof and on and as of the Closing Date with the same effect as though made at and as of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebydate.
(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.
(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) Buyer shall have delivered to the Seller Parties duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.02(b).
(e) Buyer shall have delivered the Purchase Price to the Persons specified in Section 2.04 in the amounts specified in such section.
(f) The Seller Parties shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a7.03(a) and Section 6.03(b7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”).
(dg) The Seller Parties shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (i) 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 herebyhereby 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 herebyhereby and thereby and (ii) the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder.
(eh) Buyer shall have delivered, or caused to be delivered, delivered to the Seller Parties stock certificates such other documents or a stock ledger in book entry form evidencing that instruments as Parent reasonably requests and are reasonably necessary to consummate the Buyer Shares have been transferred to the Seller Parties in the amounts set forth opposite each such Seller Party’s name on Section 2.01(a) of the Disclosure Schedules effective upon the Closingtransactions contemplated by this Agreement.
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Conditions to Obligations of Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be Closing are subject to the fulfillment fulfillment, to the satisfaction of the Seller Parties (or the waiver by the Seller Parties’ waiver, at or prior to the Closing, of each ) of the following conditions:
(ai) The the representations and warranties of the Buyer contained in ARTICLE Article IV shall be true and correct in all material respects as of the Closing Date with the same effect as though made at and as of such date (Date, except in either case for those representations and warranties that address matters only as of a specified particular date, which shall be representations will have been true and correct complete in all material respects as of that specified such particular date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.;
(bii) Buyer shall have duly performed and complied in all material respects with all agreements, covenants obligations and conditions required by this Agreement to be performed or complied with by it prior to Buyer on or on before the Closing Date.;
(ciii) Seller Parties shall have received a certificate, dated as of the Closing Date and signed by a duly an authorized officer of Buyer, to the effect that each of the conditions set forth in Section 6.03(aSections 2.4(b)(i) and Section 6.03(b2.4(b)(ii) have been satisfied.;
(div) Seller the Chongqing Consent shall have received a certificate been obtained and be effective as of the Secretary Closing;
(v) all consents of any competent Authority (other than the Chongqing Consent) or equivalent officer) of Buyer certifying any other Person 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 required to be obtained in connection with the consummation of the transactions contemplated herebyProposed Transaction by (A) any Seller Party or any Company or Company Subsidiary, as set forth on Schedule 3.3, and that all such resolutions are in full force Buyer, as set forth on Schedule 4.4, shall have been duly obtained and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.effective as of Closing; and
(evi) Buyer no law or order shall have deliveredbeen enacted which (i) prevents or impedes Closing from taking place, or caused (ii) requires Seller to be delivered, transfer the Company Equity Interests to the Seller Parties stock certificates a Person other than Buyer (or a stock ledger in book entry form evidencing that another member of the Buyer Shares have been transferred to the Seller Parties in the amounts set forth opposite each such Seller Party’s name on Section 2.01(a) of the Disclosure Schedules effective upon the ClosingGroup).
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