Conditions to Obligations to Close. (a) Conditions to Obligations of Theater. The obligations of Theater set forth in this Agreement (including, without limitation, the obligation to consummate the Merger) are subject to satisfaction of the following conditions:
(i) This Agreement shall have been adopted and approved and the Merger shall have been approved by more than 50% of the stockholders of Theater and by more than 50% of the stockholders of BF;
(ii) The representations and warranties set forth in Section 7 and the representations and warranties of Messrs. Xxxxxxx and Xxxx set forth in Section 9 shall be true and correct at and as of the Effective Time;
(iii) BF shall have performed and complied with all of its covenants hereunder required to be performed at or prior to the Effective Time;
(iv) BF shall have no more than 1,250,000 shares of its common stock outstanding and shall not have any shares of its preferred stock outstanding as of the Effective Time;
(v) No action, suit, or proceeding shall be pending or threatened against BF before any court or quasi-judicial or administrative agency of any Federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause of any of the transactions contemplated by this Agreement to be rescinded following consummation;
(vi) BF shall have delivered to Theater a certificate of BF's Secretary attaching, and certifying that each such attachment is true, correct, complete and in effect on the Closing Date: (A) resolutions of the Board of Directors of BF with respect to all transactions contemplated by this Agreement; (B) resolutions or minutes of meeting of BF stockholders adopting this Agreement and approving the Merger; and (C) a good standing certificate for BF issued by the Secretary of State of the State of Florida dated not more than fifteen days prior to the Closing Date;
(vii) No state or federal securities regulator (including the Securities and Exchange Commission) shall have issued a stop order with respect to the trading of any shares of BF capital stock or shall have commenced any inquiry with respect to any filing made by BF with any such regulator or shall have commenced any investigation with respect to BF.
Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated shall be subject to fulfilling these conditions (“Purchaser’s Conditions”), any of which may be waived in writing by Purchaser in its sole and absolute discretion:
(a) At Closing, Seller will cause the Title Company to issue (or commit irrevocably and unconditionally to issue) to Purchaser an owner’s policy of title insurance in accordance with the requirements of the Commitment subject only to the Permitted Exceptions (the “Title Policy”).
(b) The representations and warranties of Seller in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, and Seller will so certify.
(c) Seller shall have performed the agreements, covenants and obligations made and contained in this Agreement to be performed or complied with by Seller on or before the Closing Date.
(d) Delivery of sole and exclusive possession of the Property to Purchaser subject only to the Permitted Exceptions.
Conditions to Obligations to Close. 7.1 Conditions to Obligations of the Merger Subs and Nu Skin Enterprises. The obligations of each Merger Sub and Nu Skin Enterprises to consummate the transactions to be performed by them in connection with the respective Closing are subject to satisfaction of the following conditions:
7.1.1 the representations and warranties of the Merged Entities set forth in Section 4 above and the representations and warranties of the Stockholders set forth in Section 9 below shall be true and correct in all material respects at and as of the Closing Dates of the respective Mergers;
7.1.2 such Merged Entity and the Stockholders shall have performed and complied with all of its or their respective covenants hereunder in all material respects through the Closing Dates for the respective Mergers;
7.1.3 such Merged Entity shall have procured all of the Third-Party and governmental consents and approvals specified in Section 6.2 above;
7.1.4 except as set forth in Section 7.1.4 of the Merged Entities Disclosure Schedule, no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the respective Merger, as contemplated by this Agreement, (ii) cause the respective Merger, as contemplated by this Agreement, to be rescinded following consummation, or (iii) affect adversely the right of the respective Merger Sub or of Nu Skin Enterprises to operate the former business of such Merged Entity;
7.1.5 the transactions contemplated herein shall have been approved by the Board of Directors and stockholders of each of the Merged Entities;
7.1.6 each Merged Entity shall have delivered to the respective Merger Sub and to Nu Skin Enterprises a certificate to the effect that each of the conditions specified in Sections 7.1.1 through 7.1.5 above are satisfied in all respects;
7.1.7 all applicable waiting periods (and any extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated;
7.1.8 each Merger Sub and Nu Skin Enterprises shall have received from counsel to the respective Merged Entity opinions in form and substance as set forth in Exhibit "F" attached hereto, addressed to the respective Merger Sub and Nu Skin Enterprises and dated as of the Closing Date of the respective Merger;
7.1....
Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated shall be subject to fulfilling these conditions (“Purchaser’s Conditions”), any of which may be waived in writing by Purchaser in its sole and absolute discretion:
Conditions to Obligations to Close. Section 9.1 Conditions to Obligation of Each Party to Close. The respective obligations of each party to effect the Sale shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions:
Conditions to Obligations to Close. 8 6.1 Conditions to Obligations of Shareholders to Close...........8 6.2 Conditions to Obligations of HARVARD.........................8 7 INDEMNIFICATION..............................................8 7.1 Indemnification..............................................8 7.2 Indemnification..............................................8 7.3 Notice and Opportunity to Defend.............................9
Conditions to Obligations to Close. 89 SECTION 7.1 Conditions to Each Party’s Obligation to Effect the Merger...................................................... 89 SECTION 7.2 Conditions to Obligations of Spartan Stores and Merger Sub to Effect the Merger.................................................................................................................... 90 SECTION 7.3 Conditions to Obligations of Xxxx-Xxxxx to Effect the Merger.................................................. 91 ARTICLE VIII.... TERMINATION; AMENDMENT; WAIVER.................................................................................... 92 SECTION 8.1 Termination of Agreement....................................................................................................... 92 SECTION 8.2 Effect of Termination............................................................................................................... 95
Conditions to Obligations to Close. 5.1 Conditions to Each Party’s Obligations to Close
Conditions to Obligations to Close. 6.1. Conditions to Each Party’s Obligation.
6.2. Conditions to Obligation of Parent and Merger Sub. 6.3. Conditions to Obligation of Company.
Conditions to Obligations to Close. 7.1 Conditions to Obligation of Each Party to Close 61 7.2 Conditions to Investor’s Obligation to Close 61 7.3 Conditions to the Company’s and the Contributors’ Obligation to Close 62 7.4 Frustration of Closing Conditions 63
