Conditions to Parent’s Obligation to Close Sample Clauses

Conditions to Parent’s Obligation to Close. The obligations of Parent to effect the Sale shall be subject to the satisfaction at or prior to the Closing of all of the following conditions (any of which may be waived, in whole or in part, by Parent):
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Conditions to Parent’s Obligation to Close. Parent's obligation to consummate the transactions contemplated herein shall be subject to the satisfaction or written waiver by Parent on or prior to the Closing Date, of each of the following conditions:
Sample 1
Conditions to Parent’s Obligation to Close. Parent’s obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) each of the representations and warranties of Seller contained in this Agreement shall be true and correct, as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct as of that date), except where the failure to be so true and correct would not, individually or in the aggregate, have or be reasonably likely to have a Material Adverse Effect; (b) the covenants and agreements of Seller to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects, including the transfer, assignment and conveyance of the Additional Assets as provided in Section 7.5; (c) Parent shall have received at the Closing a certificate dated the Closing Date and validly executed and delivered on behalf of Seller certifying as to the matters specified in Sections 10.2(a) and 10.2(b); (d) Parent shall have received the documents referred to in Section 11.1; (e) There shall not have occurred and be continuing any Material Adverse Effect; and (f) Parent shall have received financing proceeds in an aggregate amount and on terms and conditions substantially as described in and consistent in all material respects with the Debt Commitment and Equity Commitment (or the Equity Backstop).
Sample 1
Conditions to Parent’s Obligation to Close. SECTION 7.1 Representations and Warranties; Covenants....................48 SECTION 7.2 Absence of Legal Proceedings.................................49 SECTION 7.3 Consents and Terminations....................................49 SECTION 7.4
Sample 1
Conditions to Parent’s Obligation to Close. The obligation of Parent to consummate the Merger is further subject to the satisfaction on or prior to the Closing Date of the following additional conditions: (a) The respective representations and warranties of the Company set forth herein shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of representations and warranties of the Company, where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent, and Parent shall have received a certificate of the President and Chief Financial Officer of the Company as to the satisfaction of this condition by the Company. (b) The Company shall, in all material respects, have performed or complied with all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate of the President and Chief Financial Officer of the Company as to the satisfaction of this condition by the Company. (c) At any time after the date of this Agreement there shall not have occurred and be continuing as of the Effective Time any Material Adverse Effect on the Company.
Sample 1
Conditions to Parent’s Obligation to Close. The obligations of Parent to consummate the transactions contemplated by this Agreement with respect to each Participating Stockholder is conditioned upon satisfaction of the following conditions precedent (any or all of which may be waived by Parent in its sole discretion): (a) Each of the conditions set forth in Section 7.1 of the Merger Agreement (except the condition that the Exchange Closing shall have occurred) shall have been satisfied or waived on or prior to the Exchange Closing Date, and, except for such conditions that are by their nature to be satisfied on the Closing Date, each of the conditions set forth in Section 7.2 of the Merger Agreement shall have been satisfied or waived prior to the Exchange Closing Date. (b) The representations and warranties of such Participating Stockholder contained in this Agreement shall be true and correct as though made on and as of the Exchange Closing Date. (c) Such Participating Stockholder shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Exchange Closing Date. (d) Such Participating Stockholder shall have delivered to Parent and Parent shall have received, prior to the Expiry Time, the items required to be delivered by the Participating Stockholder pursuant to Section 6 hereof.
Sample 1

Related to Conditions to Parent’s Obligation to Close

  • Conditions to Purchaser’s Obligation to Close The obligations of Purchaser to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Purchaser in writing:

  • Conditions to The Buyer’s Obligation to Purchase The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects 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. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB. h. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

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