Conditions to Parent’s Obligations. The obligations of Parent to consummate the transactions provided for by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Parent except for the conditions set forth in subsection (c) of this Section 6.3:
Conditions to Parent’s Obligations. The obligations of Parent to consummate the Subscription are subject to the satisfaction or waiver by Parent of the following conditions:
(i) all of the conditions to the consummation of the Merger under the Merger Agreement shall have been satisfied;
(ii) the representations and warranties of the Investor contained in Article IV of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Subscription Closing Date with the same force and effect as if made on and as of such date;
(iii) the Investor shall have performed in all material respects all of its obligations under this Agreement required to be performed by it at or prior to the Subscription Closing; and
(iv) no Restraint shall be in effect enjoining, restraining, preventing or prohibiting the consummation of the Subscription or making the consummation of the Subscription illegal.
Conditions to Parent’s Obligations. The obligation of each Purchaser Party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before the Closing Date:
(a) each of the representations and warranties set forth in Article III, shall be true and correct (without regard to any qualifications or references to “Material Adverse Effect”, “material” or other materiality qualifications or references contained in any specific representation or warranty) as of the date when made and the Closing Date (except that such representations and warranties that are made as of a specific date need only be so true and correct as of such date), except where the failure of any such representations and warranties to be true and correct has not had, individually or in the aggregate, a Material Adverse Effect; provided that the Fundamental Representations shall be true and correct (without regard to any qualifications or references to “Material Adverse Effect”, “material” or other materiality qualifications or references contained in any specific representation or warranty) in all material respects as of the date when made and as of the Closing Date (other than in the case of Fundamental Representations that are made as of a specified date, which representations and warranties shall be so true and correct in all respects as of such specified date);
(b) the Company shall have performed and complied with, in all material respects, all of the covenants and agreements required to be so performed and complied with by it under this Agreement prior to the Closing;
(c) no law or order shall have been enacted or entered into after the date hereof that would prevent the consummation of the purchase of the transactions contemplated by this Agreement;
(d) completion of the Financing undertaken by the Purchaser Parties, as applicable, with a gross proceed thereof being not less than $10,000,000;
(e) the Company shall have delivered, or caused to be delivered, to each applicable Purchaser Party, all of the Transaction Documents;
(f) between the date hereof and the Closing Date, there shall not have occurred (nor shall any Purchaser Party have become aware of) any Material Adverse Effect on the Acquired Assets or any development reasonably likely to result in a Material Adverse Effect on the Acquired Assets;
(g) each Purchaser Party shall have completed to its reasonable satisfaction its due diligence review of the Acquired Assets;
(h) on or prior to the Clos...
Conditions to Parent’s Obligations. The obligations of Parent to consummate the Share Contribution shall be subject to the satisfaction, or waiver by Parent, of each of the following conditions:
(i) All of the conditions to the consummation of the Merger under the Merger Agreement shall have been satisfied or waived by Parent, Merger Subsidiary or the Company, as applicable;
(ii) The representations and warranties of each of the Investors contained in Section 3.2 of this Agreement shall be true and correct in all material respects, as of the date of this Agreement and as of the Share Contribution Closing with the same force and effect as if made on and as of such date;
(iii) The Investors shall have performed in all material respects all of their respective obligations hereunder required to be performed by it at or prior to the Share Contribution Closing;
(iv) The Investors shall have made their respective deliverables described in Section 1.2; and
(v) No Applicable Law enacted, entered, promulgated, enforced or issued by any Governmental Authority shall be in effect preventing the consummation of, or otherwise making illegal, the Share Contribution.
Conditions to Parent’s Obligations. The obligation of Parent to issue the Shares and pay the Cash Consideration at the Closing is subject to the fulfillment on or prior to the Closing of each of the following conditions, provided that these conditions are for Parent’s sole benefit and may be waived by Parent at any time in its sole discretion by providing Publigroupe with written notice thereof.
(1) Parent shall have taken all corporate action (including obtaining any relevant stockholder approval) which may, in the opinion of its counsel, be necessary in order that Parent may validly and legally issue the Shares.
(2) All governmental and third party Permits, filings and waivers necessary for consummation of the transactions to be consummated at the Closing shall have been obtained.
(3) No temporary restraining order, preliminary or permanent injunction or other order or decree, and no other legal restraint or prohibition shall exist which prevents or arguably prevents the consummation of the transactions contemplated by this Letter Agreement, nor shall any proceeding have been commenced or threatened with respect to the foregoing.
(4) Publigroupe shall have delivered the original Notes, together with such instruments of transfer as are reasonably requested by Parent or the Company, and such documentation as may be required to fully terminate the Parent Guarantee, in each case pursuant to Section 1 above.
Conditions to Parent’s Obligations. The obligation of Parent and Mergerco to close the transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date:
(a) Each and every representation and warranty made by Stockholder shall have been true and correct in all material respects when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date except for changes resulting from actions permitted under Section 6 hereof or as agreed to by Parent.
(b) All obligations of Target to be performed hereunder through, and including on, the Closing Date (including all obligations which Target would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been performed.
(c) All of the Consents listed on Exhibit D shall have been obtained and delivered to Parent.
(d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.
(e) Target shall have provided evidence of (i) its payment under Purchase Order Number CE-00001, which provides Target with 16 ATW/DTE Modules installed and operational with full support equipment including but not limited to mixing equipment to support at least 16 Modules, conveyors and stackers for at least 9" plates and 12 oz bowls; (ii) installed electrical, air and water systems in the Lebanon, Missouri facility for operational support of such machines; (iii) financing in an amount equal to $1,000,000 plus or minus any amount due or owed under the Purchase Order for start-up costs, closing costs, initial operating losses and working capital, plus amounts available under one or more credit facilities, if needed, to provide additional funding to support ongoing working capital needs; and (iv) compliance with Section 4(u) hereof. Target shall also provide (A) confirmation that (1) the 16 plate making machines have passed such completion tests as are set forth in the Purchase Order and (2) royalties have been accrued or paid to Parent pursuant to the Sublicense Agreement by and between Parent and Target, and (B) a pro forma balance sheet as of the Closing demonstrating that Target's equity and debt financing are adequate to operate the 16 modules without additional funding being required from Parent.
(f) Target shall...
Conditions to Parent’s Obligations. The obligation of Parent to consummate the Closing Transactions is subject to the satisfaction (or waiver by Parent in writing) of the following conditions as of the time of the Closing:
Conditions to Parent’s Obligations. The obligation of Parent to consummate the Transactions is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Parent's option, be terminated pursuant to and with the effect set forth in Article IX:
(a) The representations and warranties made by Holdings shall be true and correct in all material respects as if originally made on and as of the Closing Date.
(b) All material obligations of Holdings to be performed hereunder through, and including on, the Closing Date (including, without limitation, all material obligations which Holdings would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been fully performed.
(c) No suit, proceeding or investigation shall have been commenced by any governmental authority on any grounds to restrain, enjoin or hinder the consummation of the transaction contemplated hereby.
(d) Holdings shall have delivered to Parent the written opinion of McDermott, Will & Emery addressed to Parent, xxxxx xx of the Clxxxxx Date, in substantially the form contained in Exhibit F attached hereto.
(e) The Bank Consent shall have been obtained.
(f) With respect to the European Filings (other than with respect to the Foreign Subsidiaries which are not Material Foreign Subsidiaries), either: (x) the parties shall have received notice from the Relevant Agency that, in connection with the matters to which the European Filing relates, there is no objection, or the matters are authorized, or a referral will not be made to another government, regulatory, supranational or state agency, department or body; or (y) applicable waiting periods (including any extensions) shall have expired or terminated without receipt of a negative or conditional response, or the announcement of an investigation, from the Relevant Agency.
Conditions to Parent’s Obligations. The obligations of Parent to effect the Closing shall be subject to the satisfaction or, to the extent permitted by applicable law, waiver by Parent of the following conditions: (a) all representations and warranties of the Investor in this Subscription Agreement shall be true and correct on the date hereof and on the date of Closing; (b) the Investor shall have performed all of its obligations hereunder required to be performed at or prior to Closing; (c) the Investor shall have duly executed and delivered the Escrow Agreement and placed the Subscription Amount into the Escrow Account in accordance with Section 3.2 and the Escrow Agreement; (d) HL shall have received shareholder approval of the PIPE Proposal; and (e) the Transactions shall have been consummated.
Conditions to Parent’s Obligations. The obligations of Parent and Sub hereunder to consummate the Transactions are subject to the satisfaction, at or before the Closing, of each of the following conditions. These conditions are for the sole benefit of Parent and Subsidiary and may be waived (in whole or in part) at any time in their sole discretion.
(a) Subject to the final disclosure schedules delivered pursuant to Section 9.11, the representations and warranties of Investor and the Investor Newcos contained in Article 2 hereof shall be true and correct in all material respects and the representations and warranties contained in Article 2 which are qualified as to materiality shall be true and correct, in each case, as of the date when made and as of the Closing Date, as though made on such date (except that representations and warranties made as of a specific date need be true and correct only as of such date), and Parent shall have received a certificate attesting thereto signed by Investor.
