Conditions to Obligations of Xxxxxxx. The obligations of Xxxxxxx to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by Xxxxxxx pursuant to Section 10.6(a):
Conditions to Obligations of Xxxxxxx. The obligation of Xxxxxxx to effect the Merger is also subject to the satisfaction or waiver by Xxxxxxx at or prior to the Effective Time of the following conditions:
Conditions to Obligations of Xxxxxxx. The obligation of XXXXXXX to perform this Agreement is subject to the satisfaction of the following conditions on or before the Closing unless waived in writing by XXXXXXX.
Conditions to Obligations of Xxxxxxx. The obligation of Xxxxxxx and the Acquisition Subsidiaries to effect the Closing is subject to the satisfaction on or prior to the Closing Date of the following conditions:
Conditions to Obligations of Xxxxxxx. The obligation of Xxxxxxx to consummate the transaction contemplated hereby shall be subject to the fulfillment on or prior to the Closing Date of the following conditions:
Conditions to Obligations of Xxxxxxx. The obligations of ------------------------------------ Xxxxxxx to effect the Merger and to consummate the other transactions contemplated by the Transaction Documents on the Closing Date are further subject to the following conditions, any one or more of which may be waived by Xxxxxxx:
Conditions to Obligations of Xxxxxxx. The obligations of Xxxxxxx 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 Xxxxxxx. The obligation of Xxxxxxx to effect the Exchange is subject to the satisfaction of the following conditions on or before the Closing Date unless waived by Xxxxxxx:
Conditions to Obligations of Xxxxxxx. The obligations of Xxxx.xxx to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions, which may be expressly waived only in writing by Xxxx.xxx:
(a) delivery to Xxxx.xxx of the opinion of counsel to Xxxxxxxxx.xxx and Sub in the form set forth in Exhibit E, attached hereto;
(b) there shall not be in effect any statute, rule, or regulation which makes it illegal for Xxxx.xxx to consummate the transactions contemplated hereby or any order, decree, or judgment which enjoins Xxxx.xxx or Xxxxxxxxx.xxx from consummating the transactions contemplated hereby;
(c) all representations and warranties made by Xxxxxxxxx.xxx contained in this Agreement shall be true, correct and complete in all material respects on and as of the date when made, and on and as of the Closing Date as if made on and as of that date, and Xxxx.xxx shall have received a certificate dated the Closing Date signed by Xxxxxxxxx.xxx to the foregoing effect;
Conditions to Obligations of Xxxxxxx. The obligations of Xxxxxxx and Xxxxxxx Subco to consummate the transactions contemplated herein are subject to the satisfaction, on or before the Effective Date, of the following conditions:
(a) except as affected by the transactions contemplated herein, the representations and warranties of Converge contained in Section 4.2 hereof shall be true in all material respects on the Effective Date with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct, and Xxxxxxx shall have received a certificate to such effect, dated the Effective Date, of a senior officer of Converge, to the best of his or her knowledge, having made reasonable inquiry;
(b) Converge shall have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement to be fulfilled or complied with by it at or prior to the Effective Time and Xxxxxxx shall have received a certificate of an officer of Converge to such effect;
(c) Converge shall have furnished Xxxxxxx with:
(i) certified copies of the directors’ resolutions passed by the board of directors of Converge approving this Agreement, as well as the consummation of the transactions contemplated herein; and
(ii) certified copies of the special resolution of the shareholders of Converge authorizing and approving the Amalgamation and this Agreement;
(d) the proceeds of the Converge Private Placement shall not have been released from escrow to subscribers of Converge Subscription Receipts; and
(e) no Material Adverse Change shall have occurred in the business, results of operations, assets, liabilities, financial condition or affairs of Converge since the date of this Agreement. The conditions described above are for the exclusive benefit of Xxxxxxx and Xxxxxxx Subco and may be asserted by Xxxxxxx and Xxxxxxx Subco, regardless of the circumstances, or may be waived by Xxxxxxx and Xxxxxxx Subco, in their sole discretion, in whole or in part, at any time and from time to time prior to the Amalgamation without prejudice to any other rights which Xxxxxxx and Xxxxxxx Subco may have hereunder or at Law and notwithstanding the approval of this Agreement by the shareholders of Xxxxxxx Subco and/or Converge.
