Conditions to Obligations of the Seller and the Purchaser Sample Clauses

Conditions to Obligations of the Seller and the Purchaser. The Seller will be required to close the transaction provided for in this Agreement only upon the occurrence of either of the following: (i) the Purchaser shall have provided documentary evidence reasonably satisfactory to the Seller that the Purchaser has purchased the BofA Claim, or (ii) the Purchaser or the Company shall have entered into another arrangement or agreement that avoids or resolves any BofA Objection. The obligations of the Seller and the Purchaser to effect the Closing shall also be subject to the following: Unless otherwise provided by an order entered in the Chapter 11 Proceedings (which may consist of a “so ordered” stipulation), each of the Purchaser and the Seller shall have filed and served a “Notice of Intent to Sell, Trade, or Otherwise Transfer an Equity Interest” or a “Notice of Intent to Purchase, Acquire or Otherwise Accommodate an Equity Interest”, as applicable, in accordance with the requirements of the Trading Order, and the sale of the Securities shall have become authorized pursuant to the terms of the Trading Order.
Sample 1
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Conditions to Obligations of the Seller and the Purchaser. The respective obligations of each party hereto to complete the transactions contemplated by this Agreement will be subject to the fulfillment on or prior to the Closing Date of the following conditions:
Sample 1
Conditions to Obligations of the Seller and the Purchaser. The respective obligations of each of the Seller and the Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on the Closing Date, of each of the following conditions: (a) there shall not be in effect any Governmental Order or action restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, including but not limited to any such order or action by the ACCC; (b) the Seller delivering to the Purchaser the Trade Xxxx Assignment Deed duly executed by all of the relevant Affiliates of the Sellers; (c) the Seller delivering to the Purchaser evidence that the Seller has provided the written notification to Optus Networks Pty Ltd and Optus Mobile Pty Limited required under the contracts between the Primus Telecommunications Pty Ltd and those entities. (d) the Seller delivering to the Purchaser evidence that the Seller has provided the written notification to Telstra Corporations Limited required under the contract between the Primus Telecommunications Pty Ltd and Telstra Corporations Limited dated 1 August 2003 (as amended).
Sample 1
Conditions to Obligations of the Seller and the Purchaser. The respective obligations of the Seller and the Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on the Closing Date, of each of the following conditions: (a) there shall not be in effect any Governmental Order enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby and the transactions hereby shall not have been prohibited or made illegal by any applicable Law; and (b) there shall not be pending any action or proceeding in the United States or Canada brought by a Governmental Authority that has a more likely than not chance of success of enjoining, preventing or prohibiting (i) the consummation of the sale and purchase of the Equity Interests or (ii) the conduct by the Company of the Business immediately after the Closing on substantially the same basis as heretofore conducted.
Sample 1

Related to Conditions to Obligations of the Seller and the Purchaser

  • 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 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 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 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 the Seller’s Obligations At the Closing, the Buyer shall deliver: (i) certified copies of the resolutions duly adopted by the Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby; (ii) a certificate of an authorized officer of the Buyer in the form set forth in Exhibit E, dated as of the Closing, stating that: (i) all of the representations and warranties set forth in Article VI that are qualified as to materiality or words of similar import are true and correct in all respects, and those not so qualified are true and correct in all material respects, in each case as of the Closing (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), and (ii) to the Buyer’s knowledge, no action or proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or would reasonably be expected to cause such transactions to be rescinded; (iii) the Estimated Purchase Price as contemplated in Section 1.02 above; and (iv) such other documents reasonably requested by the Representative for the consummation of the transactions contemplated hereby.

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller 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 Seller:

  • Conditions Precedent to Obligations of the Sellers The obligations of the Sellers under this Agreement at the Closing and the consummation by the Sellers of the transactions contemplated hereby are subject to the satisfaction or fulfillment by the Buyer, prior to or at the Closing, of each of the following conditions, unless waived in writing by the Sellers:

  • Conditions to the Obligations of the Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing:

  • Conditions Precedent to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by the Seller;

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