CONDITIONS TO OBLIGATIONS OF ST Sample Clauses

CONDITIONS TO OBLIGATIONS OF ST. XXXX. The obligation of St. Xxxx to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to the Closing, of each of the following additional conditions: (a) the representations and warranties of the Company contained in this Agreement shall be true and correct, as of the date hereof and as of the Closing Date, with the same force and effect as if made as of the Closing Date; (b) the covenants and agreements contained in this Agreement and the Ancillary Agreements to be complied with by the Company and its Post-Closing Subsidiaries (other than Platinum US) on or before the Closing Date shall have been complied with in all material respects; (c) St. Xxxx shall have received a certificate from the Company to the effect of Sections 9.02(a) and (b) signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company; (d) St. Xxxx shall have received an opinion in form and substance satisfactory to St. Xxxx (the "ST. XXXX INVESTMENT OPINIONS") from Xxxxxxx, Xxxx & Xxxxxxx, Bermuda counsel to St. Xxxx, as to the due authorization, valid issuance and non-assessability of the St. Xxxx Shares, as well as from Xxxxxxxx & Xxxxxxxx as to the exemption from the registration requirements of the Securities Act of the Firm St. Xxxx Shares and, as a condition to the Second Closing, St. Xxxx Investment Opinions in respect of the Optional St. Xxxx Shares; and (e) St. Xxxx shall have received signed releases from Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxxxx and other individuals with whom St. Xxxx Re shall have entered into employment agreements following the date hereof in the form attached as SCHEDULE 9.02(e). (f) all of the deliveries required to be made by the Company at the Closing pursuant to Section 3.05 shall have been made.
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CONDITIONS TO OBLIGATIONS OF ST. XXXX AND THE COMPANY. The obligations of St. Xxxx and the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) the Firm Public Offering Shares shall have been delivered; (b) no Action shall have been commenced by any Governmental Authority, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of either St. Xxxx or the Company, is likely to render it impossible or unlawful to consummate such transactions; (c) the parties hereto, or their Subsidiaries, as applicable, shall have executed and delivered to each other each of the Ancillary Agreements to which they are a party; and (d) all consents, approvals, authorizations, registrations, licenses or qualifications set forth on SCHEDULE 6.02(b) with any court or governmental authority required for the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements shall have been obtained, shall not contain limitations or conditions which would materially adversely affect the ability of the Company and its Post-closing Subsidiaries to conduct the Transferred Business after the Closing, and shall be in full force and effect.
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CONDITIONS TO OBLIGATIONS OF ST. The obligations of ST to consummate the Closing are subject to the satisfaction or waiver of each of the following conditions:
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CONDITIONS TO OBLIGATIONS OF ST. PAUL. The obligation of St. Paul to effect the Merger is also subject to the satisfaction or waiver by St. Paul at or prior to the Effective Time of the following conditions:
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CONDITIONS TO OBLIGATIONS OF ST. The obligation of ST to consummate the transactions contemplated by this Agreement to be performed at the Closing shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions unless such condition is waived by ST in its discretion:
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CONDITIONS TO OBLIGATIONS OF ST. Xxxx and the Company. The obligations of St. Xxxx and the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
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Related to CONDITIONS TO OBLIGATIONS OF ST

  • 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 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 Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date 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 to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i): (a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Purchaser shall have delivered, or caused to be delivered, to Sellers: (i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser; (ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser; (iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied; (iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto; (v) the Equity Registration Rights Agreement, duly executed by Purchaser;

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

  • 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 Parties The obligation of the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Exchange Closing Date, of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.

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