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.
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Samples: Subscription and Support Agreement (Blue Eagle Holdings, L.P.), Subscription and Support Agreement (Blue Eagle Holdings, L.P.), Subscription and Support Agreement (Innotrac Corp)
Conditions to Parent’s Obligations. The obligations of Parent to consummate the Subscription are Contribution shall be subject to the satisfaction or waiver by Parent of the following conditions:
(i) all All of the conditions to the consummation of the Merger under the Merger Agreement shall have been satisfied;satisfied or waived by Parent or the Company, as applicable.
(ii) the The representations and warranties of the Investor contained in Article IV Section 3.2 of this Agreement shall be true and correct in all material respects respects, as of the date of this Agreement and as of the Subscription Contribution Closing Date with the same force and effect as if made on and as of such date;.
(iii) the The Investor shall have performed in all material respects all of its obligations under this Agreement hereunder required to be performed by it at or prior to the Subscription Contribution Closing; and.
(iv) no Restraint No Law enacted, entered, promulgated, enforced or issued by any Governmental Entity shall be in effect enjoining, restraining, preventing or prohibiting the consummation of of, or otherwise making illegal, the Subscription or making the consummation of the Subscription illegalContribution.
Appears in 2 contracts
Samples: Contribution, Non Tender and Support Agreement (GTCR Gridlock Acquisition Sub, Inc.), Contribution, Non Tender and Support Agreement (Global Traffic Network, Inc.)
Conditions to Parent’s Obligations. The obligations of Parent to consummate the Subscription Contribution and Exchange 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 each 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 Contribution Closing Date with the same force and effect as if made on and as of such date;
(iii) the each 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 Contribution Closing; and
(iv) no Restraint shall be in effect enjoining, restraining, preventing or prohibiting the consummation of the Subscription Contribution and Exchange or making the consummation of the Subscription Contribution and Exchange illegal.
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