Conditions to Parties Obligations Sample Clauses

Conditions to Parties Obligations. Section 7.01

Conditions to Parties Obligations. The obligations of each Party hereunder at the Closing are subject to the satisfaction of each of the following conditions, provided that these conditions are for the sole benefit of such Party and may be waived by such Party at any time in its sole discretion by providing the other Party with prior written notice thereof: (i) The other Party shall have executed this Agreement and delivered the same to such Party. (ii) The representations and warranties of the other Party in this Agreement shall be true and correct as of the date when made and as of the date of the Closing as though made at that time.

Conditions to Parties Obligations. The obligations of Purchasers and Sellers under this Agreement are, at the option of Purchasers and Sellers, respectively, subject to satisfaction of the following conditions precedent on or before the Closing Date:

Conditions to Parties Obligations. The respective obligations of each party to effect the Transactions shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) This Agreement and the Merger shall have been approved and adopted by the requisite vote of the holders of the outstanding Common Shares of the Company entitled to vote thereon. (b) Any waiting period applicable to the Merger under the HSR Act shall have expired or been terminated. (c) No (i) order issued by any United States federal or state or foreign governmental or regulatory authority or body and no statute, rule, regulation or executive order promulgated or enacted by any United States federal or state or foreign government or governmental authority shall be in effect which, or (ii) action, suit, or proceeding shall be pending before any court or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge which, would (A) prevent consummation of any of the Transactions or (B) cause any of the Transactions to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect).

Conditions to Parties Obligations. The obligations of each of the Merger Parties to complete the Merger are subject to the following conditions (which any Merger Party may waive as to itself, but not as to any other Merger Party): (a) the approval of the Merger by the Manager and Independent Representative, each of which has been obtained; (b) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition enacted or promulgated by any governmental entity restraining, enjoining or otherwise prohibiting the consummation of the Merger shall be in effect; (c) the SEC has qualified the Offering Statement; (d) as of the date of this Agreement and the Effective Time, there are no state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on any Merger Party. “Material Adverse Effect” is defined as any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects or occurrences, has had or would be reasonably likely to have a material adverse effect on (i) the business, condition (financial or otherwise) or results of operations of any Merger Party, taken as a whole, or (ii) the ability of each Merger Party to perform its obligations under this Agreement or to consummate the Merger;

Conditions to Parties Obligations. The obligations of the ---------------------------------- Company and Xxxxxxx Xxxxx hereunder and under each Pricing Agreement are subject to the following conditions: (a) Xxxxxxx Sachs shall have received on each Closing Date an opinion of Venture Law Group, counsel for the Company, dated such Closing Date, to the effect that: (i) The Company has been duly incorporated, and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has the corporate power and authority to own its property and conduct its business. (iii) The Company has all requisite corporate power and authority, and has taken all necessary corporate action, to authorize, execute, deliver, and perform this Warrant Purchase Agreement, each Pricing Agreement, the Warrant Agreement and each Repurchase Contract; to execute, issue, sell, and deliver the Warrants and a certificate or certificates evidencing the Warrants; to authorize and reserve for issuance and, upon payment from time to time of the Purchase Price, to issue, sell, and deliver the shares of Underlying Common Stock issuable upon exercise of the Warrants; and to perform all of its obligations under the Warrant Purchase Agreement, each Pricing Agreement, the Warrant Agreement, the Warrants and each Repurchase Contract. (iv) This Warrant Purchase Agreement, the Warrant Agreement, each Pricing Agreement and each Repurchase Contract has been duly authorized, executed and delivered by the Company, and the Warrant Agreement, each Repurchase Contract and each Pricing Agreement are legal, valid and binding agreements of the Company enforceable in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. (v) The Warrants have been duly authorized, executed and countersigned in accordance with the provisions of the Warrant Agreement and are legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. (vi) The shares of Underlying Common Stock, when issued and delivered in accordance ...

Conditions to Parties Obligations. The respective obligations of Acquisition and the Company to complete the Merger are subject to satisfaction of the following conditions (any or all of which may be waived by either of them): (a) Acquisition will have accepted for payment and paid for all the shares of Common Stock which are properly tendered in response to the Tender Offer and not withdrawn, except that this will not be a condition to the obligations of Acquisition if the failure to accept for payment or pay for the shares which are properly tendered in response to the Tender Offer and not withdrawn constituted, or was the result of, a breach by Acquisition of its obligations under this Agreement. (b) The other party will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled on or before the Merger Date. (c) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains either Acquisition or the Company from completing the transactions which are the subject of this Agreement. (d) If stockholder approval of the Merger is required by applicable law or by the rules of the Nasdaq National Market (if they are applicable), the Merger will have been approved by the holders of a majority of the outstanding shares of Common Stock.

Conditions to Parties Obligations. The obligations of Obalon and ReShape to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by Obalon and ReShape of the following conditions: (a) The Obalon Stockholder Approval shall have been attained. (b) The ReShape Stockholder Approval shall have been attained. ​ (c) No provision of any applicable Law and no order (preliminary or otherwise) shall be in effect that prohibits the consummation of the Merger or the other transactions contemplated hereby. (d) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the use of the Registration Statement or the Joint Proxy Statement shall have been issued by the SEC. (e) There shall be no Action pending against Obalon, Merger Sub or ReShape by any Governmental Body seeking to enjoin or make illegal, delay or otherwise restrain or prohibit the consummation of, or to have rescinded, the Merger. (f) NASDAQ shall have approved the Nasdaq Filings.

Conditions to Parties Obligations. The obligation of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing of the condition (unless waived by all such Parties at or prior to the Closing) that the Public Offering shall have been consummated.

Conditions to Parties Obligations. The respective obligations of each party hereunder to effect the sale and transfer and/or purchase of the Optioned Rights upon exercise of the Purchase Option are subject to the satisfaction or waiver at or prior to the Option Closing of the condition that no court or governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, statute, ordinance, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Option Closing (collectively, an "Order"), and no governmental entity shall have instituted any proceeding seeking any such Order. In the event that the Company files a voluntary petition commencing a case under Title 11 of the United States Code, or in the event that an involuntary petition is filed against the Company under Section 303 of Title 11 of the United States Code which is not dismissed within 45 days after such petition is filed, the Purchase Option shall automatically terminate.