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 Closing Date, the following shall have been delivered to Parent: (i) a certificate from an officer of the Company in the form set forth as Exhibit C attached hereto, dated as of the Closing Date, stating that the applicable preconditions specified in Sections 7.2(a), (b) and (f) hereof have been satisfied; (ii) received written approvals and/or consents for each item set forth on Schedule 2.2(b)(iv)(B); and (iii) certified copies of the resolutions duly adopted by the Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement, the other agreements contemplated hereby and the consummation of all transactions contemplated hereby and thereby. Any condition specified in this Section 7.2 may be waived by Parent; provided, however, that no such waiver shall be effective unless it is set forth in a writing executed by Xxxxxx.
Appears in 1 contract
Conditions to Parent’s Obligations. The obligation of each Purchaser Party Parent’s obligations to consummate purchase the transactions contemplated by this Agreement is Purchased Shares at the Closing are subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions on or before the Closing Dateconditions:
(a) each The closing of the Merger in accordance with the terms and conditions of the Merger Agreement.
(b) The Amended and Restated Certificate of Incorporation as filed immediately prior to the Effective Time with the Secretary of State of the State of Delaware shall continue to be in full force and effect as of the Closing Date.
(c) The representations and warranties set forth of the Company contained in Article III, this Agreement 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 hereof and as of the Closing Date as if made on and as of the Closing Date (except that such representations and warranties that are made or, if given as of a specific date need only be so true date, at and correct as of such date), except where the failure of any such representations and warranties to be true and correct has would not had, individually or in the aggregate, have a Company 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 Effect (other than the representations and warranties contained in the case of Fundamental Representations that are made as of a specified dateSection 2.1(a), which representations and warranties shall be so true and correct in all respects as of such specified daterespects);.
(bd) the The Company shall have performed and complied with, in all material respects, respects all of the covenants and agreements obligations 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 other Preferred Stock Investment Documents at or prior to the Closing Date, .
(e) The Company and the following stockholders signatory thereto shall have been executed and delivered the Voting Agreement.
(f) The Company and the stockholders signatory thereto shall have executed and delivered the Investor Rights Agreement.
(g) The Company and the stockholders signatory thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.
(h) The Company shall have executed and delivered the Indemnification Agreements to Parent:each of the members of the Surviving Corporation’s Board of Directors elected as of the Effective Time.
(i) a certificate from an officer of The Company shall have executed and delivered the Company in Management Agreement to the form set forth as Exhibit C attached hereto, dated as of the Closing Date, stating that the applicable preconditions specified in Sections 7.2(a), (b) and (f) hereof have been satisfied;
(ii) received written approvals and/or consents for each item set forth on Schedule 2.2(b)(iv)(B); and
(iii) certified copies of the resolutions duly adopted by the Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement, the other agreements contemplated hereby and the consummation of all transactions contemplated hereby and thereby. Any condition specified in this Section 7.2 may be waived by Parent; provided, however, that no such waiver shall be effective unless it is set forth in a writing executed by XxxxxxGuarantor.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (NationsHealth, Inc.)
Conditions to Parent’s Obligations. The obligation obligations of each Purchaser Party Parent to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction fulfillment or waiver by Parent at or prior to the Closing of the following conditions on or before the Closing Dateconditions:
(a) each of Except as set forth in the following sentence, the representations and warranties of Xxxxxxx and Xxxxxxx LLC set forth in Article III, IV of this Agreement (other than Section 4.7(g)) or in any agreement or certificate delivered pursuant to the provisions hereof or in connection with the Transactions shall be true and correct (without regard correct, disregarding all qualifiers and exceptions relating to any qualifications materiality or references to “Xxxxxxx 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 as though 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 on and as of the Closing Date (other than in except to the case of Fundamental Representations that are made extent such representations and warranties speak as of a specified an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Xxxxxxx Material Adverse Effect, as of such earlier date) except where such failures to be so true and correct individually or in the aggregate, have not resulted in and would not result in a Xxxxxxx Material Adverse Effect. The representations and warranties of Xxxxxxx and Xxxxxxx LLC contained in Sections 4.2, 4.7(a), 4.7(b), 4.7(c), 4.7(d), 4.7(e) and 4.7(f) and the Xxxxxxx Tax Opinion Representations shall be true and correct in all respects at and as of the Closing Date as if made at and as of such specified time (except to the extent expressly made as of an earlier date, in which case as of such earlier date);. Parent shall have received a certificate, dated as of the Closing Date, signed on behalf of Xxxxxxx by an appropriate officer of Shivers to such effect.
(b) the Company Each of Xxxxxxx and Xxxxxxx LLC shall have performed and complied with, in all material respects, all of the covenants respects each obligation and agreements required agreement to be so performed by it, and shall have complied in all material respects with each covenant required by this Agreement to be complied with by it under this Agreement at or prior to the Closing;, and Parent shall have received a certificate, dated the Closing Date, signed on behalf of Shivers by an appropriate officer of Xxxxxxx to such effect.
(c) no law Prior to or order at the Closing, Xxxxxxx and Xxxxxxx LLC shall have been enacted delivered to Parent or Xxxxx Xxxxx LLP the items to be delivered pursuant to Section 2.4.
(d) There shall not have occurred any change, event, occurrence or disruption in, or effect on, the financial, banking or capital markets generally or general economic conditions, which, together with the consummation of the Transaction, would, in the judgment of Parent, reasonably be expected to materially impair or materially worsen Parent’s operations, financial condition or liquidity.
(e) Neither Parent nor any of its Subsidiaries shall have received any notice of breach or default (current or prospective), or any threat or claim of breach or default, with respect to any credit facility (including the Credit Agreement, dated as of October 21, 2004, as heretofore or hereafter amended, among certain Subsidiaries of Parent, the lenders thereto and JPMorgan Chase Bank, as administrative agent for the lenders, or any replacement, or the Credit Agreement, dated as of December 16, 2004, as heretofore or hereafter amended, among certain Subsidiaries of Parent, the lenders thereto and JPMorgan Chase Bank, as administrative agent for the lenders, or any replacement), indenture or other material instrument evidencing Indebtedness of Parent to which Parent or any of its Subsidiaries is currently a party or is bound; provided that Parent will not be entitled to assert the failure of this condition to be satisfied as a basis for asserting that Parent is not obligated to consummate the Transactions if, between the date hereof and the Closing, Parent enters into a material extraordinary transaction outside the ordinary course of business that would, at the time such transaction is entered into into, reasonably be expected to cause the failure of this condition to be satisfied; provided, further that the failure of this condition to be satisfied will not, under any circumstances, constitute a breach of any representation or warranty of Parent under this Agreement.
(f) To the extent that after the date hereof Parent or its Subsidiaries have sought to drawdown funds from the unused capacity under existing credit facilities, or Parent has otherwise requested that would prevent the consummation lenders under such credit facilities affirm or acknowledge their obligation to satisfy their commitments thereunder, then, in the case of any such drawdown, at least 80% of each such drawdown shall have been funded by one or more of the purchase lenders or, in the case of any such request, one or more lenders under the relevant credit facilities shall have confirmed their commitments to fund at least 80% of such available borrowing capacity under such credit facilities.
(g) After giving effect to the borrowing under Parent’s then-existing credit facilities of 100% of the transactions contemplated by this Agreement;
(d) completion Estimated Cash Amount, Parent and its Subsidiaries will have available borrowing capacity under such credit facilities of the Financing undertaken by the Purchaser Parties, as applicable, with a gross proceed thereof being not less than $10,000,000;
200,000,000 (e) the Company shall have delivered“Cushion Amount”); provided, or caused that Parent will not be entitled to assert the failure of this condition to be deliveredsatisfied as a basis for asserting that Parent is not obligated to consummate the Transactions if, 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 Closing Date, the following shall have been delivered to Parent:
(i) Parent enters into a certificate from an officer material extraordinary transaction outside the ordinary course of business that would, at the Company in time such transaction is entered into, reasonably be expected to cause the form set forth as Exhibit C attached heretofailure of this condition to be satisfied, dated as of the Closing Date, stating that the applicable preconditions specified in Sections 7.2(a), (b) and (f) hereof have been satisfied;
or (ii) received written approvals and/or consents for each item set forth on Schedule 2.2(b)(iv)(BParent has made drawings under its existing credit facilities (net of any repayment of outstanding borrowings under its credit facilities); and
(iii) certified copies , to fund the purchase price of the resolutions duly adopted by the Company’s board significant acquisitions of directors and stockholders authorizing the executionassets, delivery and performance payment of this Agreement, the dividends or to fund other agreements contemplated hereby and the consummation extraordinary corporate transactions aggregating in excess of all transactions contemplated hereby and thereby. Any condition specified in this Section 7.2 may be waived by Parent; provided, however, that no such waiver shall be effective unless it is set forth in a writing executed by Xxxxxx$200,000,000.
Appears in 1 contract
Samples: Share Exchange Agreement (Mediacom Communications Corp)
Conditions to Parent’s Obligations. The obligation obligations of each Purchaser Party Parent to consummate the transactions contemplated by this Agreement is Agreement, including the Exchange shall be subject to the satisfaction fulfillment or waiver at or prior to the Closing of each of the following conditions on or before the Closing Dateconditions:
(a) each of 7.3.1 Except as set forth in the following sentence, the representations and warranties set forth of LMC contained in this Agreement and in Article III, IV of the Tax Matters Agreement shall be true and correct (without regard giving effect to any qualifications limitation as to "materiality" or references to “"Material Adverse Effect”, “material” or other materiality qualifications or references contained in any specific representation or warranty" set forth therein) at and as of the date when made and the Closing Date as if made at and as of such time (except that such representations and warranties that are to the extent expressly made as of a specific date need only be so true and correct an earlier date, in which case as of such earlier date), except where the failure of any such representations and warranties to be true and correct has not had(without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Material Adverse Effect; provided that Effect on LMC's ability to consummate the Fundamental Representations transactions contemplated by this Agreement, including the Exchange. The representations and warranties of LMC contained in Section 5.5 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 at and as of the Closing Date as if made at and as of such time (other than in except to the case of Fundamental Representations that are extent expressly made as of a specified an earlier date, in which representations and warranties shall be so true and correct in all respects case as of such specified earlier date);. Parent shall have received a certificate, dated the Closing Date, signed on behalf of LMC by an executive officer of LMC to such effect.
(b) the Company 7.3.2 LMC and each Stockholder shall have performed and complied with, in all material respectsrespects each obligation and agreement to be performed by it at or prior to Closing, and shall have complied in all material respects with each covenant required by this Agreement and by Article V of the covenants and agreements required Tax Matters Agreement to be so performed and or complied with by it under this Agreement at or prior to the Closing;
(c) no law or order , and Parent 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 Partiesreceived a certificate, 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 dated the Closing Date, there shall not have occurred (nor shall any Purchaser Party have become aware of) any Material Adverse Effect signed on behalf of LMC by an authorized officer of LMC to such effect.
7.3.3 Prior to or at the Acquired Assets or any development reasonably likely to result in a Material Adverse Effect on Closing, the Acquired Assets;
(g) each Purchaser Party Stockholders shall have completed delivered to its reasonable satisfaction its due diligence review of Parent the Acquired Assets;items to be delivered pursuant to Section 3.4.
(h) on or prior to the Closing Date, the following 7.3.4 The Disinterested Stockholder Approval shall have been delivered to Parent:obtained.
7.3.5 (i) LMC shall have received the LMC Exchange Ruling, (ii) Parent shall have received the Parent Exchange Ruling, (iii) Parent shall have received a certificate private letter ruling from an officer of the Company IRS, in form and substance reasonably satisfactory to Parent, which includes rulings to the effect that, subject to customary caveats, for United States federal income tax purposes, no gain or loss will be recognized by (and no amount will be includible in the form set forth as Exhibit C attached heretoincome of) Parent or any of its Affiliates on the Parent Restructuring, dated as of except with respect to any DITs or ELAs (the Closing Date, stating that the applicable preconditions specified in Sections 7.2(a"Parent Restructuring Ruling"), (biv) each of the Exchange Rulings and the Parent Restructuring Ruling shall be in form and substance reasonably satisfactory to Parent, and (fv) hereof neither LMC, Parent nor any of their respective Affiliates shall have been satisfied;
(ii) received written approvals and/or consents for each item set forth on Schedule 2.2(b)(iv)(B); and
(iii) certified copies of the resolutions duly adopted notified by the Company’s board IRS that either Exchange Ruling or the Parent Restructuring Ruling has been withdrawn, invalidated or modified in an adverse manner.
7.3.6 Parent shall have received the Parent Tax Opinion.
7.3.7 The FCC Consent shall have been obtained, without the imposition of directors any conditions other than those contemplated by Sections 6.6.5 as applicable to Parent and stockholders authorizing the execution, delivery and performance of this Agreement, the other agreements contemplated hereby and the consummation of all transactions contemplated hereby and thereby. Any condition specified in this Section 7.2 may be waived by Parent; provided, however, that no such waiver shall be effective unless it is set forth in a writing executed by Xxxxxxits Affiliates.
Appears in 1 contract
Samples: Share Exchange Agreement (News Corp)
Conditions to Parent’s Obligations. The obligation obligations of each Purchaser Party Parent to consummate the transactions contemplated by this Agreement is Agreement, including the Exchange shall be subject to the satisfaction fulfillment or waiver at or prior to the Closing of each of the following conditions on or before the Closing Dateconditions:
(a) each of 7.3.1 Except as set forth in the following sentence, the representations and warranties set forth of LMC contained in this Agreement and in Article III, IV of the Tax Matters Agreement shall be true and correct (without regard giving effect to any qualifications limitation as to "materiality" or references to “"Material Adverse Effect”, “material” or other materiality qualifications or references contained in any specific representation or warranty" set forth therein) at and as of the date when made and the Closing Date as if made at and as of such time (except that such representations and warranties that are to the extent expressly made as of a specific date need only be so true and correct an earlier date, in which case as of such earlier date), except where the failure of any such representations and warranties to be true and correct has not had(without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Material Adverse Effect; provided that Effect on LMC's ability to consummate the Fundamental Representations transactions contemplated by this Agreement, including the Exchange. The representations and warranties of LMC contained in Section 5.5 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 at and as of the Closing Date as if made at and as of such time (other than in except to the case of Fundamental Representations that are extent expressly made as of a specified an earlier date, in which representations and warranties shall be so true and correct in all respects case as of such specified earlier date);. Parent shall have received a certificate, dated the Closing Date, signed on behalf of LMC by an executive officer of LMC to such effect.
(b) the Company 7.3.2 LMC and each Stockholder shall have performed and complied with, in all material respectsrespects each obligation and agreement to be performed by it at or prior to Closing, and shall have complied in all material respects with each covenant required by this Agreement and by Article V of the covenants and agreements required Tax Matters Agreement to be so performed and or complied with by it under this Agreement at or prior to the Closing;
(c) no law or order , and Parent 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 Partiesreceived a certificate, 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 dated the Closing Date, there shall not have occurred (nor shall any Purchaser Party have become aware of) any Material Adverse Effect signed on behalf of LMC by an authorized officer of LMC to such effect. 62
7.3.3 Prior to or at the Acquired Assets or any development reasonably likely to result in a Material Adverse Effect on Closing, the Acquired Assets;
(g) each Purchaser Party Stockholders shall have completed delivered to its reasonable satisfaction its due diligence review of Parent the Acquired Assets;items to be delivered pursuant to Section 3.4.
(h) on or prior to the Closing Date, the following 7.3.4 The Disinterested Stockholder Approval shall have been delivered to Parent:obtained.
7.3.5 (i) LMC shall have received the LMC Exchange Ruling, (ii) Parent shall have received the Parent Exchange Ruling, (iii) Parent shall have received a certificate private letter ruling from an officer of the Company IRS, in form and substance reasonably satisfactory to Parent, which includes rulings to the effect that, subject to customary caveats, for United States federal income tax purposes, no gain or loss will be recognized by (and no amount will be includible in the form set forth as Exhibit C attached heretoincome of) Parent or any of its Affiliates on the Parent Restructuring, dated as of except with respect to any DITs or ELAs (the Closing Date, stating that the applicable preconditions specified in Sections 7.2(a"Parent Restructuring Ruling"), (biv) each of the Exchange Rulings and the Parent Restructuring Ruling shall be in form and substance reasonably satisfactory to Parent, and (fv) hereof neither LMC, Parent nor any of their respective Affiliates shall have been satisfied;
(ii) received written approvals and/or consents for each item set forth on Schedule 2.2(b)(iv)(B); and
(iii) certified copies of the resolutions duly adopted notified by the Company’s board IRS that either Exchange Ruling or the Parent Restructuring Ruling has been withdrawn, invalidated or modified in an adverse manner.
7.3.6 Parent shall have received the Parent Tax Opinion.
7.3.7 The FCC Consent shall have been obtained, without the imposition of directors any conditions other than those contemplated by Sections 6.6.5 as applicable to Parent and stockholders authorizing the execution, delivery and performance of this Agreement, the other agreements contemplated hereby and the consummation of all transactions contemplated hereby and thereby. Any condition specified in this Section 7.2 may be waived by Parent; provided, however, that no such waiver shall be effective unless it is set forth in a writing executed by Xxxxxxits Affiliates.
Appears in 1 contract
Conditions to Parent’s Obligations. The obligation obligations of each Purchaser Party Parent to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction fulfillment prior to or at Closing of each of the following conditions on or before the Closing Dateconditions:
(a) each of the 6.2.1 The representations and warranties of Sub set forth in Article III, 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 (other than representations and warranties which are qualified as to materiality, which representations and warranties shall be true in all respects) on the date hereof and on and as of the date when Closing Date as though made on and as of the Closing Date (other than in the case of Fundamental Representations that are except for representations and warranties made as of a specified date, which representations and warranties shall be so true and correct in all respects measured only as of such specified date);.
(b) the Company 6.2.2 Sub shall have performed and complied with, in all material respects, respects each obligation and agreement and shall have complied in all of the covenants and agreements required material respects with each covenant to be so performed and complied with by it under this Agreement at or prior to the Closing;.
(c) no law 6.2.3 Prior to or order at the Closing, Sub shall have been enacted or entered into after delivered the date hereof that would prevent the consummation following closing documents, in form and substance reasonably acceptable to Parent (which acceptance shall not be unreasonably withheld):
6.2.3.1 a certificate of the purchase an officer of the transactions contemplated by this Agreement;
(d) completion of the Financing undertaken by the Purchaser PartiesSub, 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 dated 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 Closing Dateeffect that (1) the person signing such certificate is familiar with this Agreement and (2) to the best of each such person’s knowledge, the following shall have been delivered to Parent:
(i) a certificate from an officer of the Company in the form set forth as Exhibit C attached hereto, dated as of the Closing Date, stating that the applicable preconditions conditions specified in Sections 7.2(a), (b) Section 6.2.1 and (f) hereof 6.2.2 have been satisfied;
(ii) received written approvals and/or consents for each item set forth on Schedule 2.2(b)(iv)(B); and6.2.3.2 a certificate of the Secretary or Assistant Secretary of Sub, dated the Closing Date, as to the incumbency of any officer of Sub executing this Agreement;
(iii) 6.2.3.3 a certified copies copy of the resolutions duly adopted by the Companyof Sub’s board of directors and stockholders authorizing the execution, delivery and performance consummation of this Agreement, Agreement and the other agreements transactions contemplated hereby and the consummation resolutions of all the stockholders of Sub approving the Merger, this Agreement and the transactions contemplated hereby and thereby. Any condition specified in this Section 7.2 may be waived by Parenthereby;
6.2.3.4 good standing certificates with respect to Sub from such jurisdictions as Parent shall reasonably designate; provided, however, that no and
6.2.3.5 such waiver other closing documents as Parent shall be effective unless it is set forth in a writing executed by Xxxxxxreasonably request.
Appears in 1 contract
Samples: Merger Agreement (Incara Inc)
