Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Parent Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company contained in ARTICLE V disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement, and (ii) be true and correct as of the Closing Date (other than, in each case, if the representations and warranties that speak as of a specific date, then such representations and warranties need only to be true and correct as of such date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) Since the Signing Date, no Company Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.2. (e) The Parent Parties shall have received (i) a copy of the Organizational Documents of the Company as in effect as of the Closing Date, (ii) copies of (A) resolutions duly adopted by the board of directors of the Company authorizing this Agreement and the transactions contemplated hereby and (B) the Company Stockholder Written Consent, and (iii) a recent certificate of good standing as of a date no later than five (5) days prior to the Closing Date regarding the Company from the Secretary of State of the State of Delaware. (f) The Parent Parties shall have received a copy of each of the Additional Agreements to which the Company is a party, duly executed by the Company and by all other parties thereto, and each such Additional Agreement shall be in full force and effect.
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Samples: Merger Agreement (Scilex Holding Co), Merger Agreement (Scilex Holding Co)
Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Parent Parties’ sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.
(b) All of the representations and warranties of the Company contained in ARTICLE Article V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementAgreement except as provided in the Company Disclosure Schedules pursuant to Article V, and (ii) be true and correct as of the Closing Date except as provided in the Company Disclosure Schedules pursuant to Article V (other than, in each case, if the representations and warranties that speak only as of a specific datedate prior to the Closing Date, then such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect; it being understood and agreed that the Company’s Fundamental Representations shall not be subject to any Material Adverse Effect qualifier, and for purposes of this clause (b) all Fundamental Representations shall be true and correct except for de minimis inaccuracies.
(c) Since The Company has received the Signing DateRequisite Company Vote.
(d) There shall have been no event, no Company change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect has occurred that is continuingEffect, regardless of whether it involved a known risk.
(de) The Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying to the satisfaction of the conditions effect set forth in clauses (a) through (c) of this Section 8.210.2.
(ef) The Parent Parties shall have received (i) a copy of the Organizational Documents of the Company as in effect as of the Closing Date, (ii) the copies of (A) resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company’s Shareholders authorizing this Agreement and the transactions contemplated hereby and (B) the Company Stockholder Written Consenthereby, and (iii) a recent certificate of good standing of the Company as of a date no later than five thirty (530) days prior to the Closing Date regarding the Company from the Secretary of State of the State of DelawareCayman Registrar.
(fg) The Parent Parties shall have received a duly executed opinion from the Company’s Cayman Islands counsel in form and substance reasonably satisfactory to the Parent Parties, addressed to the Purchaser and dated as of the Closing Date.
(h) The Parent Parties shall have received copies of all Governmental Approvals, if any, in form and substance reasonably satisfactory to the Parent Parties, and no such Governmental Approval shall have been revoked.
(i) The Parent Parties shall have received a copy of each of the Additional Agreements to which the Company is a party, party duly executed by the Company and by all other parties thereto, and each such Additional Agreement shall be in full force and effect.
(j) The Parent Parties shall have received a copy of each of the Additional Agreements duly executed by all required parties thereto, other than Parent or the Company.
Appears in 1 contract
Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Parent Parties’ sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.
(b) All of the representations and warranties of the Company contained in ARTICLE Article V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementSigning Date except as provided in the Company Disclosure Schedules pursuant to Article V, and (ii) be true and correct as of the Closing Date except as provided in the Company Disclosure Schedules pursuant to Article V (other than, in each case, if the representations and warranties that speak only as of a specific datedate prior to the Closing Date, then such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect; it being understood and agreed that the Company’s Fundamental Representations shall not be subject to any Material Adverse Effect qualifier, and for purposes of this clause (b) all Fundamental Representations shall be true and correct except for de minimis inaccuracies.
(c) Since the Signing DateThere shall have been no event, no Company change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known riskEffect.
(d) The Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying to the satisfaction of the conditions effect set forth in clauses (a) through (c) of this Section 8.210.2.
(e) The Parent Parties shall have received (i) a copy of the Organizational Documents of the Company as in effect as of the Closing Date, (ii) the copies of (A) resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company’s shareholders authorizing this Agreement and the transactions contemplated hereby and (B) the Company Stockholder Written Consenthereby, and (iii) a recent certificate of good standing of the Company as of a date no later than five thirty (530) days prior to the Closing Date regarding the Company from the Secretary of State of the State of DelawareCayman Registrar.
(f) The Parent Parties shall have received a duly executed opinion from the Company’s Cayman Islands counsel in form and substance reasonably satisfactory to the Parent Parties, addressed to the Purchaser and dated as of the Closing Date.
(g) The Parent Parties shall have received copies of all Governmental Approvals, if any, in form and substance reasonably satisfactory to the Parent Parties, and no such Governmental Approval shall have been revoked.
(h) The Reorganization shall have been duly consummated in compliance with this Agreement.
(i) The Parent Parties shall have received a copy of each of the Additional Agreements to which the Company is a party, party duly executed by the Company and by all other parties thereto, and each such Additional Agreement shall be in full force and effect.
(j) The Parent Parties shall have received a copy of each of the Additional Agreements duly executed by all required parties thereto, other than Parent or the Company.
Appears in 1 contract
Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Parent Parties’ sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.
(b) All of the representations and warranties of the Company contained in ARTICLE Article V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementAgreement except as provided in the disclosure schedules pursuant to Article V, and (ii) be true and correct as of the Closing Date except as provided in the disclosure schedules pursuant to Article V (other than, in each case, if the representations and warranties that speak only as of a specific datedate prior to the Closing Date, then such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect; it being understood and agreed that the representations set forth in Section 5.5 (as to Capitalization) shall not be subject to any Material Adverse Effect qualifier, and for purposes of this clause (b) all such representations in Section 5.5 shall be true and correct except for de minimis inaccuracies.
(c) Since the Signing DateThere shall have been no event, no Company change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect has occurred that is continuingEffect, regardless of whether it involved a known risk.
(d) The Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying to the satisfaction of the conditions effect set forth in clauses (a) through (c) of this Section 8.210.2.
(e) The Parent Parties shall have received (i) a copy of the Organizational Documents of the Company as in effect as of the Closing Date, (ii) the copies of (A) resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company’s Shareholders authorizing this Agreement and the transactions contemplated hereby and (B) the Company Stockholder Written Consenthereby, and (iii) a recent certificate of good standing as of a date no later than five thirty (530) days prior to the Closing Date regarding the Company from the Secretary of State of the State of DelawareRegistrar.
(f) The Parent Parties shall have received copies of all Governmental Approvals, if any, in form and substance reasonably satisfactory to the Parent Parties, and no such Governmental Approval shall have been revoked.
(g) The Parent Parties shall have received duly executed opinions from the Company’s Cayman Islands counsel in form and substance reasonably satisfactory to the Parent Parties, addressed to the Parent Parties and dated as of the Closing Date.
(h) The Parent Parties shall have received a copy of each of the Additional Agreements to which the Company is a party, party duly executed by the Company and by all other parties thereto, and each such Additional Agreement shall be in full force and effect.
(i) The Parent Parties shall have received a copy of each of the Additional Agreements duly executed by all required parties thereto, other than Parent or the Company.
(j) The Parent Parties shall have received copies of third party consents set forth on Schedule 10.2(j) in form and substance reasonably satisfactory to the Parent Parties, and no such consents have been revoked and the PIPE Financing and such listing shall have been approved by Nasdaq subject to official notice of issuance.
(k) The aggregate cash proceeds available to the Parent Parties from the PIPE Financing shall be not less than an aggregate of $50,000,000.
Appears in 1 contract
Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Parent Parties’ sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.
(b) All of the representations and warranties of the Company contained in ARTICLE Article V disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement, and (ii) be true and correct as of the Closing Date (other than, in each case, if the representations and warranties that speak as of a specific date, then such representations and warranties need only to be true and correct as of such date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect.
(c) Since the Signing Date, no Company Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.
(d) The Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.2.
(e) The Parent Parties shall have received (i) a copy of the Organizational Documents of the Company as in effect as of the Closing Date, (ii) copies of (A) resolutions duly adopted by the board of directors of the Company authorizing this Agreement and the transactions contemplated hereby and (B) the Company Stockholder Written Consent, and (iii) a recent certificate of good standing as of a date no later than five thirty (530) days prior to the Closing Date regarding the Company from the Delaware Secretary of State of the State of DelawareState.
(f) The Parent Parties shall have received a copy of each of the Additional Agreements to which the Company is a party, duly executed by the Company and by all other parties thereto, and each such Additional Agreement shall be in full force and effect.
(g) Sorrento shall have executed the Registration Rights Agreement.
Appears in 1 contract
Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Parent Parties’ in Parent’s sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by it the Company at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respectsDate.
(b) All of the The representations and warranties of the Company contained in ARTICLE V this Agreement (disregarding all qualifications and exceptions contained herein therein relating to materiality or Company Material Adverse Effect), regardless other than the Company Fundamental Representations, shall be true and correct in all respects as of whether it involved a known riskthe date of this Agreement and as of the Closing Date, shall: as if made at and as of such date (i) except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date) except, in each case, for any failure of such representations and warranties (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) to be so true and correct that would not in the aggregate have or reasonably be expected to have a Material Adverse Effect in respect of the Company.
(c) The Company Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and correct in all respects at and as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies.
(d) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect in respect of the Company, Play Company and Solaire Partners, taken as a whole, that is continuing.
(iie) be true and correct Parent shall have received a certificate, dated as of the Closing Date (other than, in each case, if the representations and warranties that speak as of a specific date, then such representations and warranties need only to be true and correct as of such date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect.
(c) Since the Signing Date, no Company Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.
(d) The Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction accuracy of the conditions set forth in provisions of the foregoing clauses (a) through ), (b), (c) and (d) of this Section 8.29.2.
(ef) The Parent Parties shall have received (i) a copy of the Organizational Documents of the Company as in effect certificate, dated as of the Closing Date, signed by the Secretary of the Company attaching true, correct and complete copies of (i) the Company Charter, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) the bylaws of the Company; (iii) copies of (A) resolutions duly adopted by the board Board of directors Directors of the Company authorizing this Agreement Agreement, the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and (B) thereby and the Company Stockholder Written Consent, ; and (iiiiv) a recent certificate of good standing of the Company, certified as of a recent date no later than five (5) days prior to the Closing Date regarding the Company from by the Secretary of State of the State of Delaware.
(fg) The Parent Parties Each of the Company and the Company Securityholders, as applicable, shall have received executed and delivered to Parent a copy of each of the Additional Agreements Ancillary Agreement to which the Company or such Company Securityholder, as applicable, is a party, .
(h) The Company shall have delivered to Parent a duly executed by certificate conforming to the requirements of Treasury Regulation Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i), and a notice to be delivered to the United States Internal Revenue Service as required under Treasury Regulation Section 1.897-2(h)(2) together with written authorization for Parent to deliver such notice to the IRS on behalf of the Company following the Closing, each dated no more than thirty (30) days prior to the Closing Date and in form and substance as reasonably agreed upon by all other parties thereto, Parent and the Company.
(i) The Company shall have obtained each such Additional Agreement shall be in full force and effectCompany Consent set forth on Schedule 4.8.
Appears in 1 contract
Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Parent Parties’ sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.
(b) All of the representations and warranties of the Company contained in ARTICLE V Article IV in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementAgreement except as provided in the disclosure schedules pursuant to Article IV, and (ii) be true and correct as of the Closing Date except as provided in the disclosure schedules pursuant to Article IV (other than, in each case, if the representations representation and warranties that speak as of a specific datedate prior to the Closing Date, then such representations and warranties need only to be true and correct as of such earlier date), other than in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect.
(c) Since the Signing DateThere shall have been no event, no Company change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect has occurred that is continuingEffect, regardless of whether it involved a known risk.
(d) The Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying to the satisfaction of the conditions effect set forth in clauses (a) through (c) of this Section 8.210.2.
(e) The Parent Parties shall have received (i) a copy of duly executed opinions from the Organizational Documents of Company’s British Virgin Islands counsel in form and substance reasonably satisfactory to the Company as in effect Parent Parties, addressed to the Parent Parties and dated as of the Closing Date, (ii) copies of (A) resolutions duly adopted by the board of directors of the Company authorizing this Agreement and the transactions contemplated hereby and (B) the Company Stockholder Written Consent, and (iii) a recent certificate of good standing as of a date no later than five (5) days prior to the Closing Date regarding the Company from the Secretary of State of the State of Delaware.
(f) The Parent Parties shall have received a copy of each of the Additional Agreements to which the Company is a party, party duly executed by the Company (and with all Employment Agreements executed by all other parties theretothe appropriate Key Personnel), and a copy of each of the Additional Agreements.
(g) The Parent Parties shall have received copies of third party consents set forth on Schedule 10.2(g) of the Company Disclosure Schedules in form and substance reasonably satisfactory to the Parent Parties, and no such Additional Agreement consents have been revoked.
(h) Each of the assets listed on Schedule 8.3 of the Company Disclosure Schedules shall have been legally transferred to the Company or a Subsidiary.
(i) Each of the transactions and contracts listed on Schedule 8.4 of the Company Disclosure Schedules shall have been terminated.
(j) The Company shall have completed a reorganization resulting in (a) all Company Preferred Shares being cancelled and/or converted into Company Ordinary Shares, (b) all equity of the Subsidiaries being owned 100% by the Company, and (c) all preferred stock of all Subsidiaries being redeemed, converted or otherwise cancelled, each no later than the date of the initial public filing of the Proxy Statement/Prospectus, so that, as of such date, no Company Preferred Shares and no preferred shares of any Subsidiary shall be in full force and effectexisting.
Appears in 1 contract
Samples: Merger Agreement (HHG Capital Corp)
Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Parent Parties’ sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by it the Company at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Date
(b) All of the The representations and warranties of the Company contained in ARTICLE V this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Company Fundamental Representations, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as if made at and as of such date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects at and as of such earlier date). The Company Fundamental Representations (disregarding all qualifications and exceptions contained herein therein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) shall be true and correct in all respects at and as of the date of this Agreement, Agreement and (ii) be true and correct as of the Closing Date Date, as if made as of such date (other than, in each case, if except to the representations extent that any such representation and warranties that speak warranty is expressly made as of a specific date, then in which case such representations representation and warranties need only to warranty shall be true and correct in all respects at and as of such specific date), other than in the case of Section 5.5 (iCapitalization) and de minimis inaccuracies.
(ii)c) There shall have been no event, change or occurrence which individually or together with any other than as would not in the aggregate event, change or occurrence, could reasonably be expected to have a Company Material Adverse Effect.
(c) Since the Signing Date, no Company Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.
(d) The Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction accuracy of the conditions set forth in clauses (aprovisions of the foregoing Sections 10.2(a), 10.2(b) through (c) of this Section 8.2and 10.2(c).
(e) The Parent Parties shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Company attaching true, correct and complete copies of (i) a copy of the Organizational Documents of the Company as in effect as of the Closing Date, ; (ii) copies of (A) resolutions duly adopted by the board of directors of the Company authorizing this Agreement Agreement, the Additional Agreements to which the Company is a party and the transactions contemplated hereby and (B) thereby and the Company Stockholder Shareholder Written Consent, ; and (iii) a recent certificate of good standing as of a date no later than five thirty (530) days prior to the Closing Date regarding the Company from the Secretary of State of the State of DelawareCayman Registry.
(f) The Parent Parties shall have received duly executed opinions from the Company’s Cayman Islands counsel in form and substance reasonably satisfactory to the Parent Parties, addressed to the Parent Parties and dated as of the Closing Date.
(g) The Parent Parties shall have received a copy of each of the Additional Agreements to which the Company is a party, party duly executed by the Company and by all other parties thereto, and each such Additional Agreement shall be in full force and effect.
(h) The Parent Parties shall have received a copy of a Lock-up Agreement from each Person identified on Schedule 10.2(h) to be effective as of the Closing, pursuant to which the Merger Consideration Shares shall be subject to a six (6) month lock-up.
(i) The Parent Parties shall have received an employment agreement from the Persons set forth in Schedule 10.2(i) with Purchaser or one of its Subsidiaries, which includes confidentiality, non-compete and assignment of inventions and other customary restrictive covenant provisions and is in a form and substance reasonably acceptable to Parent Parties, to be effective as of the Closing.
(j) The Parent Parties shall have received a non-competition and non-solicitation agreement from the Shareholders set forth in Schedule 10.2(j) for a period of three (3) years after the Closing in consideration of the Merger Consideration Shares being delivered, and in a form and substance reasonably acceptable to Parent Parties, to be effective as of the Closing.
(k) The Parent Parties shall have received a copy of each of each agreement or Additional Agreement duly executed by all required parties thereto, other than the Parent Parties.
(l) The Parent Parties shall have received copies of all Company Consents and third party consents set forth on Schedule 10.2(l) in form and substance reasonably satisfactory to the Parent Parties, and no such consents have been revoked.
(m) The Company shall have delivered to the Parent Parties all Required Financial Statements.
(n) No Company Shareholder shall have delivered a Written Objection.
Appears in 1 contract
Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Parent Parties’ sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier qualifier, in which case it shall be duly performed in all respects.
(b) All of the representations and warranties of the Company contained in ARTICLE Article V disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, this Agreement shall: (i) be true and correct at and as of the date of this AgreementSigning Date except as provided in the disclosure schedules pursuant to Article V, and (ii) be true and correct as of the Closing Date except as provided in the disclosure schedules pursuant to Article V (other than, in each case, if the representations and warranties that speak only as of a specific datedate prior to the Closing Date, then such representations and warranties need only to be true and correct as of such earlier date); it being understood and agreed that the Company’s Fundamental Representations shall not be subject to any Material Adverse Effect qualifier, in the case and for purposes of this clause (ib) all Fundamental Representations shall be true and correct except for de minimis inaccuracies.
(ii)c) There shall have been no event, change or occurrence which individually or together with any other than as event, change or occurrence, would not in the aggregate reasonably be expected to have a Company Material Adverse Effect.
(c) Since the Signing Date, no Company Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.
(d) The Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying to the satisfaction of the conditions effect set forth in clauses (a) through (c) of this Section 8.210.2.
(e) The Parent Parties shall have received (i) a copy of the Organizational Documents of the Company as in effect as of the Closing Date, (ii) the copies of (A) resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company’s Shareholders authorizing this Agreement and the transactions contemplated hereby and (B) the Company Stockholder Written Consenthereby, and (iii) a recent certificate of good standing as of a date no later than five thirty (530) days prior to the Closing Date regarding the Company from the Secretary of State of the State of DelawareCayman Registrar.
(f) The Parent Parties shall have received copies of all Governmental Approvals, if any, in form and substance reasonably satisfactory to the Parent Parties, and no such Governmental Approval shall have been revoked.
(g) The Parent Parties shall have received a duly executed opinion in customary form from the Company’s Cayman Islands counsel in form and substance reasonably satisfactory to the Parent Parties, addressed to the Parent Parties and dated as of the Closing Date.
(h) The Parent Parties shall have received a copy of each of the Additional Agreements to which the Company is a party, party duly executed by the Company and by all other parties thereto, and each such Additional Agreement shall be in full force and effect.
(i) The Parent Parties shall have received a copy of each of the Additional Agreements duly executed by all required parties thereto, other than Parent or the Company.
(j) The Parent Parties shall have received copies of third party consents set forth on Schedule 10.2(j) of the Company Disclosure Schedules in form and substance reasonably satisfactory to the Parent Parties, and no such consents have been revoked, and such listing shall have been approved by Nasdaq subject to official notice of issuance.
(k) As of the closing, the Company shall have no more than $1,000,000 in Indebtedness (which for these purposes shall include Indebtedness of any and all kinds).
(l) As of the Closing, all Company related party debt shall have been repaid and/or forgiven, and the Company’s related party debt balance shall be $0.
Appears in 1 contract
Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Parent Parties’ sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.
(b) All of the representations and warranties of the Company contained in ARTICLE V IV of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementAgreement except as provided in the disclosure schedules pursuant to ARTICLE IV, and (ii) be true and correct as of the Closing Date except as provided in the disclosure schedules pursuant to ARTICLE IV (other than, in each case, or if the representations and warranties that speak only as of a specific datedate prior to the Closing Date, then such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as have not in the aggregate had and would not in the aggregate reasonably be expected to have a Company Material Adverse Effect; it being understood and agreed that the Company Fundamental Representations shall not be subject to any Material Adverse Effect qualifier, and for purposes of this clause (b) all Company Fundamental Representations shall be true and correct except for de minimis inaccuracies.
(c) Since the Signing DateThere shall have been no event, no Company change or occurrence which individually or together with any other event, change or occurrence, that has had, or could reasonably be expected to have, a Material Adverse Effect has occurred that is continuingEffect, regardless of whether it involved a known risk.
(d) The Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying to the satisfaction of the conditions effect set forth in clauses (a) through (c) of this Section 8.29.2.
(e) The Parent Parties shall have received (i) a copy of the Organizational Documents of the Company as in effect as of the Closing Date, (ii) the copies of (A) resolutions duly adopted by the board of directors of the each Requisite Company Vote authorizing this Agreement Agreement, the plan of merger and the transactions contemplated hereby and (B) the Company Stockholder Written Consentthereby, and (iii) a recent certificate of good standing as of a date no later than five thirty (530) days prior to the Closing Date regarding the Company from the Secretary of State of the State of DelawareRegistrar.
(f) The Parent Parties shall have received copies of all Governmental Approvals, if any, in form and substance reasonably satisfactory to the Parent Parties, and no such Governmental Approval shall have been revoked.
(g) The Parent Parties shall have received a copy of each of the Additional Agreements to which the Company is a party, party duly executed by the Company and by all other parties thereto, and each such Additional Agreement shall be in full force and effect.
(h) The Parent Parties shall have received a copy of each of the Additional Agreements duly executed by all required parties thereto, other than Parent or the Company, including, without limitation, the Personnel Agreements, the Non-Compete Agreements and the Voting Agreement.
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Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Parent Parties’ sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.
(b) All of the representations and warranties of the Company contained in ARTICLE Article V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementSigning Date except as provided in the Company Disclosure Schedules pursuant to Article V, and (ii) be true and correct as of the Closing Date except as provided in the Company Disclosure Schedules pursuant to Article V (other than, in each case, if the representations and warranties that speak only as of a specific datedate prior to the Closing Date, then such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect; it being understood and agreed that the Company’s Fundamental Representations shall not be subject to any Material Adverse Effect qualifier, and for purposes of this clause (b) all Fundamental Representations shall be true and correct except for de minimis inaccuracies.
(c) Since the Signing DateThere shall have been no event, no Company change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known riskEffect.
(d) The Parent Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying to the satisfaction of the conditions effect set forth in clauses (a) through (c) of this Section 8.210.2.
(e) The Parent Parties shall have received (i) a copy of the Organizational Documents of the Company as in effect as of the Closing Date, (ii) the copies of (A) resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company’s shareholders authorizing this Agreement and the transactions contemplated hereby and (B) the Company Stockholder Written Consenthereby, and (iii) a recent certificate of good standing of the Company as of a date no later than five thirty (530) days prior to the Closing Date regarding the Company from the Secretary of State of the State of DelawareCayman Registrar.
(f) The Parent Parties shall have received a duly executed opinion from the Company’s Cayman Islands counsel in form and substance reasonably satisfactory to the Parent Parties, addressed to the Purchaser and dated as of the Closing Date.
(g) The Parent Parties shall have received copies of all Governmental Approvals, if any, in form and substance reasonably satisfactory to the Parent Parties, and no such Governmental Approval shall have been revoked.
(h) The Parent Parties shall have received a copy of each of the Additional Agreements to which the Company is a party, party duly executed by the Company and by all other parties thereto, and each such Additional Agreement shall be in full force and effect.
(i) The Company’s UK and Thailand counsel shall have delivered standard closing opinions to the Parent Parties.
(j) The Parent Parties shall have received a copy of each of the Additional Agreements duly executed by all required parties thereto, other than Parent or the Company.
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Samples: Agreement and Plan of Merger (Kairous Acquisition Corp. LTD)
