Conditions to Obligations of the Company and the Stockholders. The obligations of the Company and the Stockholders to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Company’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of the Parent and the Merger Sub contained in Section 4.01 and Section 4.04, the representations and warranties of the Parent and Merger Sub contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Parent Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Parent Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Parent and the Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) The Parent and the Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants, and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Parent and the Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) From the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Parent Material Adverse Effect. (e) The Parent Board shall have authorized and approved (i) the issuance of the Parent Preferred Shares to the Stockholders and (ii) the issuance of the shares of Parent Common Stock issuable upon conversion of the Parent Preferred Shares pursuant to the Series A Preferred Convertible Terms. (f) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Minnesota and evidence thereof shall have been delivered to the Company. (g) The Parent shall have delivered each of the closing deliverables set forth in Section 2.03(b). (h) The Parent Board shall have taken such action to duly appoint Xxxxx Xxxxxxxx to the Board of Directors of the Surviving Corporation, effective as of the Closing or as promptly as practicable thereafter.
Appears in 2 contracts
Samples: Merger Agreement (Appliance Recycling Centers of America Inc /Mn), Merger Agreement (Appliance Recycling Centers of America Inc /Mn)
Conditions to Obligations of the Company and the Stockholders. The obligations of the Company and the Stockholders to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or the Company’s waiver, satisfaction at or prior to the Closing, of each Closing of the following conditions, but compliance with any such conditions may be waived by the Company or the Stockholders in writing:
(a) Other than the All representations and warranties of the Parent Buyer and the Merger Sub contained in Section 4.01 and Section 4.04, the representations and warranties of the Parent and Merger Sub Precept contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Parent Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Parent Material Adverse Effect) on and as of the date hereof and on at and as of the Closing Date with the same effect as though such representations and warranties were made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Parent and the Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such dateDate.
(b) The Parent Buyer and the Merger Sub Precept shall have duly performed and complied in all material respects with all agreements, covenants, the covenants and agreements and satisfied the conditions required by this Agreement to be performed or performed, complied with or satisfied by it them at or prior to or on the Closing Date; provided, that, with respect including without limitation the delivery of all items required to agreements, covenants and conditions that are qualified be delivered by materiality, the Parent and the Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respectsBuyer pursuant to SECTION 2.4.
(c) No Governmental Authority There shall have enacted, issued, promulgated, enforced, be no pending or entered threatened litigation in any court or any proceeding before or by any Governmental Order that is in effect and has Body against the effect of making Stockholders, the transactions contemplated by Company, Precept or Buyer to restrain or prohibit or obtain damages or other relief with respect to this Agreement illegal, otherwise restraining or prohibiting the consummation of such transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereofhereby.
(d) From the date of this AgreementAll necessary contractual, there governmental, or other consents, approvals, orders or authorizations shall not have occurred any Parent Material Adverse Effect, nor been obtained and all necessary governmental notices shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Parent Material Adverse Effectbeen given.
(e) The Parent Board No supplemental disclosure to the Disclosure Schedules pursuant to SECTION 5.4 of this Agreement shall have authorized and approved (i) been made by Precept or Buyer that discloses any fact or event that, in the issuance Stockholders' reasonable opinion, could have material adverse effect on the assets, liabilities, financial condition or prospects of the Parent Preferred Shares to the Stockholders and (ii) the issuance of the shares of Parent Common Stock issuable upon conversion of the Parent Preferred Shares pursuant to the Series A Preferred Convertible TermsPrecept or Buyer.
(f) The Certificate of Designation There shall have been filed and accepted for filing with no material adverse change in the Secretary assets, liabilities or financial condition of State of the State of Minnesota and evidence thereof shall have been delivered Buyer or Precept prior to the Company.
(g) The Parent shall have delivered each of the closing deliverables set forth in Section 2.03(b).
(h) The Parent Board shall have taken such action to duly appoint Xxxxx Xxxxxxxx to the Board of Directors of the Surviving Corporation, effective as of the Closing or as promptly as practicable thereafter.Closing. ARTICLE VII
Appears in 1 contract
Samples: Stock Purchase Agreement (Precept Business Services Inc)
Conditions to Obligations of the Company and the Stockholders. The obligations of the Company and the Stockholders to consummate the Merger and the other transactions contemplated by this Agreement hereby shall be subject to the fulfillment or the Company’s waiversatisfaction, at or prior to the ClosingClosing Date, of each of the following conditions:conditions (any of which maybe waived in writing by the Company):
(a) Other than Each of the agreements of Parent and Merger Sub to be performed at or prior to the Closing Date pursuant to the terms hereof shall have been duly performed, in all material respects, and each of Parent and Merger Sub shall have performed, in all material respects, all of the acts required to be performed by it at or prior to the Closing Date by the terms hereof.
(b) The representations and warranties of the Parent and the Merger Sub contained in Section 4.01 and Section 4.04, the representations and warranties of the Parent and Merger Sub contained set forth in this Agreement and any certificate or other writing delivered pursuant hereto Article V shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Parent Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Parent Material Adverse Effect) on and as of the date hereof and on of this Agreement and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects)Date. The representations and warranties Company shall have been furnished with certificates, executed by duly authorized representatives of the Parent and the Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date.
(b) The Parent and the Merger Sub shall have duly performed and complied in all material respects with all agreementsSub, covenants, and conditions required by this Agreement to be performed or complied with by it prior to or on dated the Closing Date; provided, that, with respect certifying in such detail as the Company may reasonably request as to agreements, covenants and conditions that are qualified by materiality, the Parent and fulfillment of the Merger Sub shall have performed such agreements, covenants and foregoing conditions, as so qualified, in all respects.
(c) No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(d) From the date of this The Stockholders Agreement, there the Registration Rights Agreement, the Noncompete Agreement, each Employment Agreement and the Escrow Agreement shall not have occurred any Parent Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Parent Material Adverse Effect.
(e) The Parent Board shall have authorized and approved (i) the issuance of the Parent Preferred Shares to the Stockholders and (ii) the issuance of the shares of Parent Common Stock issuable upon conversion of the Parent Preferred Shares pursuant to the Series A Preferred Convertible Terms.
(f) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Minnesota and evidence thereof shall have been delivered to the Company.
(g) The Parent shall have delivered each of the closing deliverables set forth in Section 2.03(b).
(h) The Parent Board shall have taken such action to duly appoint Xxxxx Xxxxxxxx to the Board of Directors of the Surviving Corporation, effective as of the Closing or as promptly as practicable thereafter.in
Appears in 1 contract
Samples: Agreement and Plan of Merger (Management Network Group Inc)
Conditions to Obligations of the Company and the Stockholders. The obligations of the Company and the Stockholders to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Company’s waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the representations and warranties of the Parent and the Merger Sub contained in Section 4.01 and Section 4.04, the The representations and warranties of the Parent and Merger Sub contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Parent Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Parent Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Parent and the Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date.
(b) The Parent and the Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants, and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Parent and the Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(d) From the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Parent Material Adverse Effect.
(e) The Parent Board shall have authorized and approved (i) the issuance of the Parent Preferred Shares to the Stockholders and (ii) the issuance of the shares of Parent Common Stock issuable upon conversion of the Parent Preferred Shares pursuant to the Series A Preferred Convertible Terms.
(f) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Minnesota and evidence thereof shall have been delivered to the Company.
(g) The Parent shall have delivered each of the closing deliverables set forth in Section 2.03(b).
(h) The Parent Board shall have taken such action to duly appoint Xxxxx Xxxxxxxx to the Board of Directors of the Surviving Corporation, effective as of the Closing or as promptly as practicable thereafter.
Appears in 1 contract
Samples: Merger Agreement (VNUE, Inc.)
Conditions to Obligations of the Company and the Stockholders. The obligations of the Company and the Stockholders to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or the Company’s waiver, satisfaction at or prior to the Closing, of each Closing of the following conditions, but compliance with any such conditions may be waived by the Company or the Stockholders in writing:
(a) Other than the All representations and warranties of the Parent and the Merger Sub contained in Section 4.01 and Section 4.04, the representations and warranties of the Parent Precept and Merger Sub contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Parent Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Parent Material Adverse Effect) on and as of the date hereof and on at and as of the Closing Date with the same effect as though such representations and warranties were made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Parent and the Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such dateDate.
(b) The Parent Precept and the Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants, the covenants and agreements and satisfied the conditions required by this Agreement to be performed or performed, complied with or satisfied by it them at or prior to or on the Closing Date; provided, that, with respect including without limitation the delivery of all items required to agreements, covenants be delivered by Precept and conditions that are qualified by materiality, the Parent and the Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respectspursuant to SECTION 6.3.
(c) No Governmental Authority There shall have enacted, issued, promulgated, enforced, be no pending or entered threatened litigation in any court or any proceeding before or by any Governmental Order that is in effect and has Body against the effect shareholders of making the transactions contemplated by Company (including the Stockholders), the Company, Precept or Merger Sub to restrain or prohibit or obtain damages or other relief with respect to this Agreement illegal, otherwise restraining or prohibiting the consummation of such transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereofhereby.
(d) From All necessary contractual, governmental, or other consents, approvals, orders or authorizations shall have been obtained and all necessary governmental notices shall have been given, provided that receipt of third party consents by the date of this Agreement, there Stockholders shall not have occurred be deemed a condition to Closing on the part of the Stockholders if Merger Sub provides satisfactory indemnification to the Stockholders against any Parent Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected liabilities related to result in a Parent Material Adverse Effectfailure to obtain such consents.
(e) The Parent Board No supplemental disclosure to the Disclosure Schedules pursuant to SECTION 5.4 of this Agreement shall have authorized and approved (i) been made by Precept or Merger Sub that discloses any fact or event that, in the issuance Stockholders's reasonable opinion, could have material adverse effect on the assets, liabilities, financial condition or prospects of the Parent Preferred Shares to the Stockholders and (ii) the issuance of the shares of Parent Common Stock issuable upon conversion of the Parent Preferred Shares pursuant to the Series A Preferred Convertible TermsPrecept or Merger Sub.
(f) The Certificate of Designation Stockholders shall have been filed and accepted for filing with received a tax opinion from their counsel that the Secretary transaction contemplated hereby shall qualify as a reorganization within the meaning of State Section 368(a) of the State of Minnesota and evidence thereof shall have been delivered Code to the CompanyCompany and the Stockholders.
(g) The Parent There shall have delivered each been no material adverse change in the assets, liabilities or financial condition of the closing deliverables set forth in Section 2.03(b).
(h) The Parent Board shall have taken such action to duly appoint Xxxxx Xxxxxxxx Precept or Merger Sub prior to the Board of Directors of the Surviving Corporation, effective as of the Closing or as promptly as practicable thereafterClosing.
Appears in 1 contract
Conditions to Obligations of the Company and the Stockholders. The obligations of the Company and Company, the Stockholders to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Company’s or the Stockholders’ waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the representations and warranties of the Parent and the Merger Sub contained in Section 4.01 5.01 and Section 4.045.04, the representations and warranties of the Parent and Merger Sub contained in this Agreement Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Parent Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Parent Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Parent and the Merger Sub contained in Section 4.01 5.01 and Section 4.04 5.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date.
(b) The Parent and the Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Parent and the Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) No Governmental Authority injunction or restraining order shall have enacted, issued, promulgated, enforced, or entered been issued by any Governmental Order that is Authority, and be in effect and has the effect of making the transactions effect, which restrains or prohibits any material transaction contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereofhereby.
(d) From the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Parent Material Adverse Effect.
(e) The Parent Board shall have authorized and approved (i) the issuance of the Parent Preferred Shares to the Stockholders and (ii) the issuance of the shares of Parent Common Stock issuable upon conversion of the Parent Preferred Shares pursuant to the Series A Preferred Convertible Terms.
(f) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Minnesota and evidence thereof shall have been delivered to the Company.
(g) The Parent shall have delivered each of the closing deliverables set forth in Section 2.03(b).
(he) The Parent Board Unanimous Written Consent shall have taken such action to duly appoint Xxxxx Xxxxxxxx to the Board of Directors of the Surviving Corporation, effective as of the Closing or as promptly as practicable thereafterbeen obtained.
Appears in 1 contract
Conditions to Obligations of the Company and the Stockholders. The ------------------------------------------------------------- obligations of the Company and the Stockholders to consummate the transactions contemplated by this Agreement hereby and the transactions contemplated hereby shall be subject to the fulfillment or the Company’s waiver, at or prior to the Closing, of each of the following conditions:conditions unless waived by the Company and the Stockholders.
(a) Other than the The representations and warranties of the Parent and the Merger Sub contained WMT set forth in Section 4.01 and Section 4.04, the representations and warranties of the Parent and Merger Sub contained in this Agreement and any certificate or other writing delivered pursuant hereto 5 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Parent Material Adverse Effect) or in all material respects (without giving effect to any supplemental disclosures as provided in the case of any representation or warranty not qualified by materiality or Parent Material Adverse EffectSection 6.1(h)) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Parent and the Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though (except for representations and warranties made at and as of such a specified date, which need be true and correct only as of the specified date).
(b) The Parent and the Merger Sub WMT shall have duly performed in all material respects each obligation and agreement and shall have complied in all material respects with all agreements, covenants, and conditions required by this Agreement each covenant to be performed or and complied with by it hereunder prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Parent and the Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) No Governmental Authority WMT shall have enactedfurnished the Company and the Stockholders with a certificate dated the Closing Date signed on behalf of it by the Chairman, issued, promulgated, enforced, President or entered any Governmental Order that is in effect and has Vice President to the effect of making that the transactions contemplated by this Agreement illegalconditions set forth in Sections 8.2(a), otherwise restraining or prohibiting consummation of such transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereof8.2(b) and 8.2(e) have been satisfied.
(d) From The Company and the Stockholders shall have received the legal opinion, dated the Closing Date of Pillsbury Madison & Sutro LLP, counsel to WMT, in substantially the form of Exhibit H attached hereto.
(e) Since the date of this Agreement, except to the extent contemplated by Exhibit B, there shall not have occurred been any Parent material adverse change in the assets, liabilities, results of operations, business or financial condition of WMT or any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Parent Material Adverse Effect.
(e) The Parent Board shall have authorized and approved (i) the issuance of the Parent Preferred Shares to the Stockholders and (ii) the issuance of the shares of Parent Common Stock issuable upon conversion of the Parent Preferred Shares pursuant to the Series A Preferred Convertible TermsEffect on WMT.
(f) The Certificate of Designation Stockholder 1 shall have been filed released from all material obligations, liabilities, guarantees and accepted for filing duties with the Secretary of State of the State of Minnesota and evidence thereof shall have been delivered respect to the Companyany Guarantees.
(g) The Parent Spin-off shall have delivered each of been completed by the closing deliverables set forth in Section 2.03(b).Company as described on Exhibit A.
(h) The Parent Board financing shall include no provision for principal payments to the lender in Year 1 or in Year 2; provided, however, that the financing may include provisions for accelerating the due date of principal payments into Year 1 or Year 2 upon breach of the loan agreement, any other agreement entered in conjunction therewith or any covenants or restrictions set forth therein or repayment of principal during Year 1 or Year 2 from the proceeds of any equity raised by WMT during such periods.
(i) WMT shall have taken such action to duly appoint Xxxxx Xxxxxxxx to executed and delivered the Board XXX Agreement in substantially the form of Directors of the Surviving Corporation, effective as of the Closing or as promptly as practicable thereafterExhibit F attached hereto.
Appears in 1 contract
Samples: Stock Purchase Agreement (Western Micro Technology Inc)