Conditions to Obligations of the Shareholder. The obligations of the Shareholder to consummate the transactions contemplated at Closing are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by the Shareholder to the extent permitted by applicable law:
Conditions to Obligations of the Shareholder. The obligations of the Shareholder under this Agreement are, at the option of the Shareholder, subject to the satisfaction at or prior to the Closing of the following conditions:
Conditions to Obligations of the Shareholder. The obligations of the Shareholder to sell the Company Shares and to cause the other transactions contemplated hereby to occur at the Closing shall be subject, except as the Shareholder may waive in writing, to the satisfaction of each of the following conditions at or prior to the Closing:
Conditions to Obligations of the Shareholder. The obligations of the Shareholders shall be subject to fulfillment, prior to or at the Closing, of each of the following conditions:
(a) The Company shall have received all of the regulatory, stockholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement;
(b) The Company shall have complied with Rule 14(f)(1) of the Exchange Act, if required; and
(c) To the extent that the liabilities of the Company exceed $50,000 as of the Closing, the Company stockholders shall have satisfied and paid such excess liabilities in full.
Conditions to Obligations of the Shareholder. Each Shareholder’s obligation to consummate the transactions contemplated hereby is subject to the fulfillment or satisfaction, prior to or on the Closing Date, of the following conditions; provided that these conditions are for the Shareholders’ sole benefit and may be waived only by the Shareholders at any time in their sole discretion by providing the Company with prior written notice thereof:
(i) the representations and warranties of the Company herein shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date;
(ii) there shall not have been entered a preliminary or permanent injunction, temporary restraining order or other judicial or administrative order or decree in any jurisdiction, the effect of which would (A) prevent consummation of the transactions contemplated by this Agreement, or (B) cause the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction or order shall be in effect), nor shall any law or order which would have any of the foregoing effects have been enacted or promulgated by any governmental authority to which the Company or either of the Shareholders is subject; and
(iii) the Company shall have paid the Purchase Price in accordance with Section 1(a).
Conditions to Obligations of the Shareholder. Notwithstanding any other provision of this Agreement, the obligations of the Shareholder to consummate the Agreement and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) The representations and warranties of Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and Buyer shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date.
(b) The Shareholder shall have received a certificate from the Secretary of Buyer dated the Closing Date in substantially the form attached as Annex G hereto.
(c) The Shareholder shall have received a certificate from the President of Buyer in substantially the form attached as Annex H hereto.
Conditions to Obligations of the Shareholder. The obligations of the Shareholder to sell the May Shares are subject to the satisfaction (or waiver by the Shareholder) as of the Closing of the following conditions: (
Conditions to Obligations of the Shareholder. The obligations of the Shareholder to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing Date of each of the following additional conditions:
(a) The representations and warranties of Serologicals set forth in Section 4 shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that by their terms are qualified by materiality shall be true and correct in all respects;
(b) Serologicals and Parent shall have performed in all material respects all covenants and agreements required to be performed by them under this Agreement or the Parent Guaranty on or prior to the Closing Date;
(c) Serologicals shall have delivered to the Shareholder a certificate of an authorized officer as to compliance with the conditions set forth in Sections 6.3(a) and (b);
(d) Shareholder shall have received an opinion of King & Spalding LLP, counsel to Serologicals and Parent, dated the Closing Date, in substantially the form attached as Exhibit H and an opinion of Morris, Polich, & Xxxxx LLP, counsel to Serologicals and Parent, dated the Closing Date, in substantially the form attached as Exhibit I;
(e) Chemicon shall have received releases of the Beckmans as guarantors of those Contracts listed on Schedule 6.3(e) or if such releases have not been obtained, Serologicals shall have delivered a guaranty or other similar agreement, in a form and substance reasonably satisfactory to the Beckmans, indemnifying the Beckmans for any obligations pursuant to any Contracts listed on Schedule 6.3(e) for which releases have not been obtained;
(f) The transactions contemplated in the European Purchase Agreement shall have been or will be contemporaneously closed;
Conditions to Obligations of the Shareholder. The obligation of the Shareholder to consummate the transaction contemplated hereby shall be subject to the satisfaction, on or before the Closing Date, of all of the following conditions, unless expressly waived in writing by the Shareholder:
Conditions to Obligations of the Shareholder. The obligations of the Shareholder hereunder are subject to the fulfillment or satisfaction, on and as of the Closing Date, of each of the following conditions (any one or more of which may be waived, but only in a writing signed by such party):
(a) The representations and warranties of HCC set forth herein shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as if they had been made on the Closing Date (except to the extent a representation or warranty speaks specifically as of an earlier date and except for changes contemplated by this Agreement) and HCC shall have provided the Shareholder with a certificate executed by an authorized officer of each of HCC, dated as of the Closing Date, to such effect. For the purposes of determining the accuracy of the representations and warranties of HCC, any change or effect in the business of HCC that results in substantial part as a consequence of the public announcement or pendency of the intended acquisition of the Sun Common Stock by HCC shall not be deemed a Material Adverse Change or Material Adverse Effect or other breach of representation or warranty with respect to HCC.
(b) HCC shall have performed and complied with all of its covenants contained herein in all material respects on or before the Closing Date, and the Shareholder shall have received a certificate to such effect signed by any authorized officer of HCC.
(c) Except as set forth in the HCC Disclosure Schedule, there shall have been no Material Adverse Change in HCC since June 30, 1998.
(d) The Shareholder shall have received from Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., counsel to HCC, an opinion in form and substance satisfactory to the Shareholder.
(e) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall have been satisfactory in all reasonable respects to the Shareholder and his counsel.
