Conditions to Obligations of the Company and the Stockholder Sample Clauses

Conditions to Obligations of the Company and the Stockholder. The ------------------------------------------------------------ obligation of the Stockholder to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver of the following conditions: (a) the representations and warranties of the Buyer set forth in Clause FOURTH hereof shall be true and correct; (b) the Buyer shall have delivered the Purchase Price (including the Notes and the shares referred in Clause 1.3. (b) above) to the Stockholder; (c) the Buyer shall have executed a securities pledge agreement to guaranty the due payment, of the Notes to the Stockholder, in accordance with the terms and conditions established in the Securities Pledge Agreement, which is attached to this Agreement as Exhibit 5.2 (c); and (d) Seller shall have received from counsel to Buyer an opinion stating that the Notes and the shares of the buyer to be received by Seller have been duly and validly issued, that such shares are non assessable, and that the Notes are binding upon Buyer and enforceable in accordance with their respective terms. SIXTH. Indemnification ---------------
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Conditions to Obligations of the Company and the Stockholder. The obligations of the Company and the Stockholder to consummate the Contemplated Transactions are subject to the fulfillment of each of the following conditions, each for the sole and exclusive benefit of the Company and Stockholder, which may be waived in whole or in part by the Company and/or the Stockholder to the extent permitted by law:
Sample 1Sample 2See All (4)
Conditions to Obligations of the Company and the Stockholder. The obligations of the Stockholder and the Company to carry out the transactions contemplated by this Agreement are subject, at the option of the Stockholder and the Company, to the satisfaction or waiver of the following conditions: (a) GenuTec shall have furnished Stockholder with a certified copy of all necessary corporate action on its behalf, including the filing of the Merger Sub Articles of Merger and the Company Articles of Merger (collectively, the “Articles of Merger”) with the Secretary of State of the State of Nevada approving the Mergers. (b) All representations and warranties of GenuTec, Merger Sub and SALLC contained in this Agreement shall be true and correct in all material respects at and as of the Closing, and GenuTec shall have performed and satisfied in all material respects all covenants and agreements required by this Agreement to be performed and satisfied by GenuTec, Merger Sub and SALLC at or prior to the Closing, including, without limitation, those set forth in Article VI hereof. (c) GenuTec shall have furnished to the Stockholder the Merger Consideration contemplated by Section 2.1 hereof. (d) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the Company or the Stockholder) shall be pending or threatened before any Governmental Authority seeking to restrain the Company or prohibit the Closing or seeking Damages against the Company as a result of the consummation of this Agreement. (e) GenuTec shall have executed and delivered to the Stockholder the Employment Agreement and the Registration Rights Agreement. (f) GenuTec shall have made the deliveries set forth in Section 3.3 above.
Sample 1Sample 2
Conditions to Obligations of the Company and the Stockholder. Each and every obligation of the Company and the Stockholder under this Agreement to be performed on or before the Closing shall be subject to the satisfaction, on or before the Closing, of each of the following conditions, unless waived in writing by the Company and the Stockholder:
Sample 1
Conditions to Obligations of the Company and the Stockholder. The obligation of the Company, the Stockholder and the Primary Parties to consummate this Agreement and the transactions contemplated hereby is subject to the fulfillment, prior to or at the Closing, of the following conditions precedent:
Sample 1
Conditions to Obligations of the Company and the Stockholder. The obligation of the Company and the Stockholder to effect the Merger is further subject to satisfaction or waiver of the following conditions:
Sample 1
Conditions to Obligations of the Company and the Stockholder. The obligations of the Company and the Stockholder under this Agreement are, at the option of the Company and the Stockholder, subject to the fulfillment or written waiver by the Stockholder of all of the following conditions on or before the dates specified below: 6.3.1. As of the Closing, the Buyer shall have delivered to the Stockholder a written notice confirming that (i) each of the conditions to the Buyer’s obligations under this Agreement that are specified in Section 6.2 have been satisfied or waived by the Buyer, (ii) each of the representations and warranties of the Buyer in this Agreement is true and correct in all material respects as of the Closing Date, and (iii) on and as of the Closing Date, the representations of the Buyer contained in Section 4.5 of this Agreement are true and correct in all respects. 6.3.2. As of the Closing, each of the representations and warranties of the Buyer in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement, as applicable, and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date. 6.3.3. On or prior to the Closing, the Buyer shall have performed in all material respects all obligations and complied in all material respects with all of the respective agreements or covenants to be performed or complied with by the Buyer at or prior to the Closing under this Agreement. 6.3.4. On or prior to the Closing, the Stockholder shall have received the opinions of Hooper, Hathaway, Price, Beuche & Xxxxxxx and of Xxxxxx Har-Oz, Esq., dated as of the Closing Date, with respect to the matters set forth in Schedules 6.3.4(a) and 6.3.4(b).
Sample 1
AutoNDA by SimpleDocs
Conditions to Obligations of the Company and the Stockholder. The obligations of the Company and the Stockholder to effect the Merger and the other transactions contemplated in this Agreement are also subject to the following conditions any or all of which may be waived, in whole or in part, to the extent permitted by applicable law:
Sample 1

Related to Conditions to Obligations of the Company and the Stockholder

  • 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 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 Seller The obligations of the Seller 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 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 of the Company’s Obligations at Closing The obligations of the Company to each Investor under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions by that Investor:

  • 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 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 the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Conditions to Obligation of the Sellers The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers): (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

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