CONDITIONS TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDERS Sample Clauses

CONDITIONS TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDERS. The obligation of the Company and Shareholders to complete the transactions contemplated at the Closing shall be subject to the satisfaction on or prior to the Closing Date of the following conditions:
Sample 1Sample 2
AutoNDA by SimpleDocs
CONDITIONS TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDERS. The obligations of the Company and the Shareholders to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing Date (or on such other date as may be agreed by the parties), of each of the following conditions (any one or more of which may be waived by the Shareholders in their sole discretion).
Sample 1
CONDITIONS TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDERS. The obligations of the Company and Shareholders to consummate the Closing shall be subject to, as applicable, the satisfaction on or prior to the Closing Date of each of the following conditions: (a) All of the representations and warranties of the Buyer set forth in this Agreement that are qualified as to “materiality” or “material adverse effect” shall be true and complete in all respects and any such representations and warranties that are not so qualified shall be true and complete in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such date); (b) The Buyer shall have performed in all material respects all material obligations and shall have complied in any material respects with all covenants to be performed or complied with on or prior to the Closing by the Buyer under this Agreement; (c) The Company shall have received, by wire transfer of immediately available funds, proceeds from the Loan Transactions, in an aggregate amount of $35,000,000; (d) the Buyer shall have delivered, or shall have caused to be delivered, to the Company and Shareholders, all in form and substance satisfactory to the Company and Shareholders, the following: (i) A wire transfer of immediately available funds by the Buyer to (A) the Shareholders in respect of the purchase price for the Purchased Shares in the aggregate amount of $41,107,265, (B) the Trustee on behalf of the Optionholders in connection with their obligations to deposit funds in trust pursuant to Section 1.5 in the aggregate amount of $393,213, and (C) to the Escrow Agent on behalf of the Shareholders in connection with their escrow obligations pursuant to Section 1.8 in the aggregate amount of $13,500,000; and (ii) The Shareholders Agreement executed by the Buyer. (e) The Shareholders shall have received the Shareholder Warrants; and (f) The Buyer shall have executed an undertaking instrument in a form satisfactory to the Israel Office of Chief of Scientist.
Sample 1
CONDITIONS TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDERS. Except as may be waived in writing by the Shareholders, the obligations of the Company and the Shareholders to consummate this Agreement and the transactions to be consummated by the Company and the Shareholders hereunder on the Closing Date shall be subject to the following conditions:
Sample 1
CONDITIONS TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDERS. The obligation of the Shareholders and the Company to consummate the transactions contemplated hereby will be subject to the fulfillment (or waiver by the Company and the Shareholders in their sole discretion), on or prior to the Effective Date, of the following additional conditions, which Acquiror agrees to use reasonable good faith efforts to cause to be fulfilled.
Sample 1
CONDITIONS TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDERS. The obligations of the Company and Shareholders to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s or the Shareholders’ discretion, of all of the following further conditions: (a) The Parent and Xx. Xxxxxx shall have performed all of their respective obligations hereunder required to be performed by them at or prior to the Closing Date, (ii) the representations and warranties of the Parent and Xx. Xxxxxx contained in this Agreement, and in any certificate or other writing delivered by the Parent and Xx. Xxxxxx pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality, shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date, and (iii) the Company shall have received a certificate signed by an authorized officer of Parent and by Xx. Xxxxxx to the foregoing effect; (b) Total outstanding shares of common stock shall not exceed 7,475,000 immediately prior to giving effect to the issuance of any securities of Parent in connection with the Merger or the Merger Financing; (c) The Spin-Off of the Legacy Business shall have occurred in accordance with the Spin-Off Agreement; (d) Parent shall have satisfied all Indebtedness of the Parent as of the Closing, except for $46,000.00 which will be assumed by the Company and paid off at the Closing (“Retained Liabilities”); (e) At Closing, the current director of the Parent shall appoint Xxxxx Xxxx Verweij as Chairman of the board of directors and Geurt van Wijk to serve as a member of the Parent’s board of directors. On the Closing Date, Xxxxx Xxxx Verweij shall be appointed Chief Executive Officer and Chief Financial Officer of the Parent and Geurt van Wijk shall be appointed as Chief Operating Officer of the Parent and Remy de Vries as Chief Technology Officer of the Parent. On the Closing Date, Xxxxx Xxxxxx shall tender her resignation as an officer and director of Parent to be effective on the Closing Date; (f) Parent shall have agreed to assume the 8% Notes and exchange such notes for 551,180 shares of the Series A Convertible Preferred Stock and the holders of the 8% Notes shall have consented to such assumption and exchange pursuant to the terms of an assumption and exchange agreement mutually agreeable by the Parent, the Company and holders of the 8% Notes; and (g) Parent shall have agreed to assume the 10% Note and exchange such note for a convertible promissory note i...
Sample 1

Related to CONDITIONS TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDERS

  • 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 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 Purchasers The obligations of the Purchasers to consummate the Purchase shall be subject to the fulfillment on or prior to the Closing of each of the following conditions: (a) No statute, rule or regulation or order of any court or administrative agency shall be in effect which prohibits the consummation of the transactions to be consummated at Closing; (b) The waiting period required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, applicable to the consummation of the transactions contemplated by this Agreement shall have expired or been terminated by the Federal Trade Commission and the Antitrust Division of the United States Department of Justice. (c) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and the Company shall have delivered to the Purchasers a certificate, dated the Closing Date and signed by the Company to the effect set forth in this Section 5.1(c); (d) The holders of Common Stock of the Company present in person or by proxy at a duly called meeting of the Company’s stockholders shall have authorized and approved the issuance and sale of the Securities to the Purchasers by the affirmative vote of a majority of the votes cast at such meeting, provided that the total votes cast on the proposal represent at least 50% of the Common Stock entitled to vote thereon (the “Company Stockholder Approval”). (e) The Company in all material respects shall have performed, satisfied and complied with each of its covenants and agreements set forth in this Agreement to be performed, satisfied and complied with prior to or at Closing; (f) The Purchasers and the Company shall have executed a registration rights agreement substantially in the form attached hereto as Exhibit A; (g) The Purchasers, the PCP Entities and Penske shall have executed a stockholders agreement substantially in the form agreed prior to the date hereof (the “Stockholders Agreement”); (h) The Purchasers, the Company and the other parties thereto shall have executed a termination of the Second Amended and Restated Stockholders Agreement substantially in the form agreed prior to the date hereof; and (i) The Purchasers shall have received an opinion, addressed to them, and dated the Closing Date, from counsel to the Company in form and substance reasonably satisfactory to the Purchasers with respect to completion of corporate action and enforceability.

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing 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.

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date 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 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;

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!