Conditions to Obligations of the Parent. The obligation of the Parent to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of the Parent. The obligations of the Parent to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver in writing, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of the Parent. The obligations of the Parent and the GTI Sub to consummate the Merger shall be subject to the fulfillment or waiver by the Parent and the GTI Sub, at or prior to the Closing, of each of the following conditions:
(a) All of the Company’s Fundamental Representations shall be true and correct in all respects at and as of the Closing. All other representations and warranties of the Company contained in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality, Material Adverse Effect or similar qualifications) or in all material respects (in the case of any other representation or warranty) at and as of the Closing (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct in all respects or in all material respects, as applicable, only as of such date), and the Company and all of its Subsidiaries shall have performed and satisfied in all material respects all agreements and covenants required by this Agreement to be performed and satisfied by the Company at or prior to the Closing.
(b) No Action shall have been commenced or threatened against the Company or its Subsidiaries that would prevent the Closing or would have a Material Adverse Effect.
(c) All consents and Permits of any Person (including any Governmental Authority) that are listed in Section 4.05 of the Disclosure Schedules shall have been received in form and substance reasonably satisfactory to the Parent, executed counterparts thereof shall have been delivered to the Parent at or prior to the Closing, and no such consent or Permit shall have been revoked. All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority or other Person in connection with the execution and delivery of this Agreement, and the consummation of the Merger contemplated hereby by the Company and Parent shall have been made or obtained (as the case may be). The parties shall confer regarding the applicability of the HSR to this Merger. All costs of filings related to HSR, if any, shall be paid by Parent.
(d) The Company shall have delivered to the Parent the documents or instruments set forth in Section 2.04(d).
(e) The Company’s 27% ownership of CAL FUNDING, LLC shall be reduced to 9.9% non-voting membership interests, and the remaining 1...
Conditions to Obligations of the Parent. The obligations of the Parent to consummate the Transactions are also subject to the satisfaction or written waiver (where available) of the following conditions:
Conditions to Obligations of the Parent. The obligations of the Parent to consummate the Merger are subject to the fulfillment at or before the Closing, of the following additional conditions:
Conditions to Obligations of the Parent. In addition to the conditions specified in Section 8.1, the obligations of the Parent and the Merger Subs to consummate the Mergers and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Parent) of the following conditions:
Conditions to Obligations of the Parent. The obligation of the Parent to acquire the Shares pursuant to this Agreement is subject to the satisfaction, at or prior to Closing, of each of the following conditions, any one or more of which may be waived at the sole options of the Parent:
Conditions to Obligations of the Parent. The obligation of the Parent to consummate the Share Exchange is subject to the satisfaction (or waiver by the Parent) of the following additional conditions:
(a) the representations and warranties of the Parent Shareholders set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing as though made as of the Closing (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date).
Conditions to Obligations of the Parent. The obligations of the Parent and the Sub to effect the Split-Off are further subject to satisfaction or waiver of the following conditions:
Conditions to Obligations of the Parent. The obligation of the Parent to consummate the Share Exchange is subject to the satisfaction (or waiver by the Parent) of the following additional conditions:
(a) the Company shall have obtained (and shall have provided copies thereof to the Parent) (i) the Company Consents and (ii) all other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices which are required on the part of the Company, 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 Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;
(b) the Company shall have delivered to the Parent a certificate, validly executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the articles of incorporation and bylaws of the Company; (ii) the valid adoption of resolutions of the board of directors of the Company (whereby this Agreement and the transactions contemplated hereunder were unanimously approved by the board of directors) and covering such other matters as the Parent shall reasonably request; (iii) a good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; and
(c) all outstanding of the Company and all outstanding shares of preferred stock of the Company shall have been converted into shares of Company common stock.
