Conditions to Obligations of the Company and the Sellers. In addition to the conditions specified in Section 8.1, the obligations of the Company and the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Company) of the following conditions:
Conditions to Obligations of the Company and the Sellers. Unless waived in writing by the Sellers, the obligation of the Company and the Sellers hereunder to consummate the Transactions is subject to the satisfaction at or prior to the Closing of the following conditions:
Conditions to Obligations of the Company and the Sellers. The obligations of the Company and the Sellers to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:
Conditions to Obligations of the Company and the Sellers. The obligations of the Company and the Sellers to consummate the Closing are subject to the satisfaction, or the waiver at the Company’s sole discretion, of all of the following further conditions:
(a) The Purchaser Parties shall have duly performed all of their respective obligations hereunder required to be performed by them on or prior to the Closing Date in all material respects (disregarding all references to “material respects” that may already be contained in the applicable covenants).
(b) All of the representations and warranties of the Purchaser Parties contained in Article VI of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Purchaser Parties Material Adverse Effect, shall be true and correct (in each case, as modified by the Purchaser Parties Disclosure Schedules) at and as of the date of this Agreement and as of the Closing Date (except that if the representation and warranties that speak as of a specific date prior to the Closing Date, such representations and warranties need only to be true and correct as of such earlier date) other than where the failure of such representations and warranties to be so true and correct taken in the aggregate would not be reasonably expected to have a Purchaser Parties Material Adverse Effect.
(c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, would reasonably be expected to have a Purchaser Parties Material Adverse Effect which is continuing and uncured.
(d) The Company shall have received a certificate signed by an authorized officer of each Purchaser Party in such capacity certifying as to the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 10.3.
(e) From the date hereof until the Closing, the Purchaser Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Purchaser Parties.
(f) The Company shall have received (i) a copy of the Organizational Documents of the Parent as in effect as of the Redomestication Effective Time, (ii) copies of resolutions duly adopted by the board of directors of each of the Purchaser Parties, and the Parent as the sole shareholder of the Purchaser, authorizing this Agreement and the transactions contemplated hereby (including the issue of the Exchange Consideration Shares fully paid and non-assessable subject to receipt ...
Conditions to Obligations of the Company and the Sellers. The obligations of the Company and the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (if permitted by applicable Law) at or prior to the Closing of each of the following additional conditions:
(a) The representations and warranties of the Buyer set forth in this Agreement will be true and correct in all respects (provided that any representation or warranty of the Buyer contained herein that is subject to a materiality, material adverse effect or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof or inaccuracy therein on the part of the Buyer) as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date), except for such breaches or inaccuracies that would not, individually or in the aggregate with any other breaches or inaccuracies on the part of the Buyer, materially and adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement;
(b) Each of the agreements and covenants of the Buyer to be performed and complied with by the Buyer pursuant to this Agreement prior to the Closing Date will have been duly performed and complied with in all material respects; and
(c) The Buyer will have delivered to the Sellers the items required by Section 3.3 of this Agreement.
Conditions to Obligations of the Company and the Sellers. The obligations of the Company and the Sellers to consummate the Closing are subject to the satisfaction of the following conditions: (a) the representations and warranties of the Purchaser in this Agreement shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date; and (b) the Purchaser shall have performed all obligations and conditions herein required to be performed or observed by the Purchaser on or prior to the Closing Date.
Conditions to Obligations of the Company and the Sellers. The obligations of the Company and the Sellers to consummate the Closing are subject to the satisfaction (or, if permitted by applicable Law, waiver in writing by the Company on behalf of itself and the Seller Representative on behalf of the Sellers) of the following conditions:
(a) the representations and warranties of Buyer contained in ARTICLE VI of this Agreement shall be true, correct and accurate in all respects (without giving effect to any “Material Adverse Effect”, “material”, “materiality” or other qualifications of similar import or effect set forth therein) as of date of this Agreement, except (i) to the extent that any such representation or warranty by its terms relates to a particular date or period of time (in which case, such representation and warranty shall be true, correct and accurate in all respects as of such particular date or period of time) and (ii) that any failure of such representations and warranties to be true, correct and accurate in all respects shall be disregarded if such failure, individually or in the aggregate, would not and would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby;
(b) the covenants and agreements contained in this Agreement to be complied with or performed by Buyer on or before the Closing, including delivery of all items in Section 3.3, shall have been complied with or performed in all material respects; and
(c) the R&W Insurance Policy shall be in full force and effect.
Conditions to Obligations of the Company and the Sellers. The obligations of the Company and the Sellers to execute and deliver the Securities Purchase Agreement and the other Definitive Agreements is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by the Company (on behalf of itself and each of the Sellers):
i. approval of the Definitive Agreements and the Transaction by the Board of Managers of the Company (in its sole discretion);
ii. there shall have been no event, state of facts, development, circumstance, occurrence or effect that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of SCAC or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent the ability of the SCAC to consummate the Transaction;
iii. the simultaneous execution and delivery of the Securities Purchase Agreement by SCAC; and
iv. other reasonable conditions (if any) as mutually agreed between SCAC and the Company (on behalf of itself and each of the Sellers).
Conditions to Obligations of the Company and the Sellers. The obligation of the Company and the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Company and the Sellers) of the following additional conditions:
(a) the Buyer shall have obtained (and shall have provided copies thereof to the Company and the Sellers) all waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are required on the part of the Buyer, except such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Buyer Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; and
(b) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect.
Conditions to Obligations of the Company and the Sellers. The Company and each of the Sellers’ obligation to complete the transactions contemplated herein will be subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing by the Company or the Sellers, as appropriate:
a. The representations and warranties of each of the Buyers set forth herein will be true and correct at the Closing as though made at and as of that date, except as affected by the transactions contemplated hereby.
b. The Buyers will have performed all covenants required by this Agreement to be performed by them on or before the Closing.
c. Each of this Agreement and any related agreement to which the Company and each Shareholder is a party, duly executed; and,
d. The Purchase Price shall be in the Escrow Account.
