Conditions to Obligations of Target. The obligations of TARGET 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 TARGET pursuant to Section 10.6(b) of this Agreement:
Conditions to Obligations of Target. The obligation of Target to effect the Merger is also subject to the satisfaction, or waiver by Target, at or prior to the Effective Time, of the following conditions:
Conditions to Obligations of Target. Target's obligations hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by Target):
Conditions to Obligations of Target. The obligations of Target to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions unless waived by Target:
Conditions to Obligations of Target. The obligation of Target to ----------------------------------- consummate the Merger shall be subject to the satisfaction of the following conditions, any or all of which may be waived, in whole or in part, by Target to the extent permitted by Applicable Law:
(a) The representations and warranties of ATC and ATI contained in this Agreement (other than in Section 5.5) shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made on and as of such date, except (x) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) and (y) to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, will not have a Material Adverse Effect on ATC; provided, however, that for the purpose of this clause (y), representations and warranties that are qualified as to materiality (including by reference to "Material Adverse Effect ") shall not be deemed to be so qualified; (ii) the representations and warranties of ATC set forth in Section 5.5 of this Agreement shall be true and correct; provided, however, that any untruth shall be disregarded for purposes of this Section 7.3(c) if, by mutually agreed upon adjustment of the Exchange Ratio and the Merger Consideration at Closing, the untruth is rendered harmless and such adjustment either does not require the approval of the ATC or ATI stockholders, or such approval has been obtained, in accordance with the DCL; (iii) each and all of the agreements and covenants to be performed or satisfied by ATC or ATI hereunder at or prior to the Closing Date shall have been duly performed or satisfied in all material respects; and (iv) ATC and ATI shall have furnished Target with an officer's certificate in the form of Exhibit G hereto evidencing the truth of such representations, warranties, covenants and agreements and the performance of such agreements or conditions;
(b) Between the date of this Agreement and the Closing Date, there shall not have occurred and be continuing any material adverse change in ATC from that reflected in the most recent ATC Financial Statements;
(c) As of the Closing Date, no Legal Action shall be pending before any Authority which, individually or in the aggregate, will have a Material Adverse Effect on ATC, it being understood and agreed that a writ...
Conditions to Obligations of Target. 43 ARTICLE 10
Conditions to Obligations of Target. The obligations of Target to consummate the Merger and the transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by Target:
(a) Each of the representations and warranties of each of Purchaser and Subcorp set forth in Article III shall be true and correct in all respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or warranty) on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of the specified date), except where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not reasonably be expected to have a Material Adverse Effect on Purchaser.
(b) Each of Purchaser and Subcorp shall have performed in all material respects all obligations and agreements and shall have complied in all material respects with all covenants to be performed and complied with by it hereunder at or prior to the Effective Time.
(c) Each of Purchaser and Subcorp shall have furnished Target with a certificate dated the Closing Date signed on behalf of it by the Chief Executive Officer or Treasurer to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfied.
Conditions to Obligations of Target. The obligations of Target to carry out the transactions contemplated by this Agreement are subject, at the option of Target, to the satisfaction, or waiver by Target, of the following conditions:
(a) No proceeding in which Acquiror shall be a debtor, defendant, or party seeking an order for its own relief or reorganization shall have been brought or be pending by or against Acquiror under any United States or state bankruptcy or insolvency law.
(b) Acquiror shall deliver (i) a certificate of good standing issued by the Secretary of the State of Nevada and (ii) a corporate resolution executed by the Acquiror Board of Directors approving this Agreement and the transactions herein.
(c) Acquiror shall have delivered a certificate of an officer of Acquiror that (i) it shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and (ii) the representations and warranties of Acquiror contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except as contemplated by this Agreement.
(d) As of the Closing Date Acquiror shall have satisfied each and every outstanding liability, except for the promissory note due and payable to Bxxxx Xxxxxxxxx as provided herein, and shall have terminated each and every agreement, contract, arrangement, or commitment except as contemplated by this Agreement, and except for existing contracts with its legal counsel, its auditor, its transfer agent, and its registered agent in the State of Nevada.
(e) Acquiror shall have completed the following corporate actions prior to the Effective Time.
(i) Acquiror will have obtained shareholder consent to amend the Articles of Incorporation of Acquiror to change the name of Acquiror to “Southern Titanium Corporation.”
(ii) All officers and directors of Acquiror shall resign effective upon completion of the Closing and Acquiror will appoint persons designated by Target to become the sole officers and directors of Acquiror effective contemporaneous with the resignations of existing management, provided that
1) prior to the Closing Date Target will furnish material information of such persons as nominees to be appointed by Acquiror as directors and officers;
2) Acquiror reserves the right to refuse to cause the nomination of any or all such persons as directors of Acquiror if, after review of the foregoing information concerni...
Conditions to Obligations of Target. The obligations of ----------------------------------- Target and Shareholder to proceed with the Closing under this Agreement are subject to the fulfillment prior to or at Closing of the following conditions (any one or more of which may be waived in whole or in part by Target or Shareholder at Target's or Shareholder's option):
Conditions to Obligations of Target. Section 6.2(a) of the ----------------------------------- Original Agreement is amended by inserting, after the word "Agreement" the words "or in this First Amendment".
