Conditions to Purchaser’s and Merger Sub’s Obligations. The obligations of the Purchaser and Merger Sub to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of the following additional conditions:
Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Xxxxxx Sub to consummate the Transactions is subject to the fulfillment of the following conditions on or prior to the Closing Date:
(i) The Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and as of the Closing Date as though made on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation or warranty need only be true and correct on the date or during the range of dates so specified), and (ii) the representations and warranties of the Company set forth in Article III (other than the Fundamental Representations) shall be true and correct (without giving effect to any materiality or Material Adverse Effect or similar qualifications contained in such representations and warranties) on and as of the date hereof and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, (A) to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified), or (B) where the failure of such representation or warranty to be true and correct has not had and would not be reasonably expected to have a Material Adverse Effect;
(b) All covenants and agreements of the Company to be performed hereunder through and including the Closing Date (including all covenants and that the Company would be required to perform at the Closing if the transactions contemplated by this Agreement were consummated) shall have been fully performed or complied with in all material respects;
(c) Since the date of this Agreement, there has not been any Occurrence which has had or would reasonably be expected to have a Material Adverse Effect;
(d) The Company shall have delivered a certificate of an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied;
(e) The Company shall have delivered, or caused to be delivered, the documents and instruments required by Section 2.6(b); and
(f) All Restrictive Covenant Agreements shall be in full...
Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Merger Sub to close the transactions contemplated by this Agreement 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 Purchaser’s option, be terminated pursuant to and with the effect set forth in Article XII:
(a) The representations and warranties contained in Article III and Article IV shall be true and correct as of the date of this Agreement and shall be true and correct in all material respects (except to the extent that such representations and warranties are qualified by Material Adverse Effect or materiality, in which case such representations and warranties shall be true and correct in all respects) as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties (except, in each case, to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be so true and correct as of the specified date).
(b) All obligations of the Company and Sellers to be performed hereunder through and including the Closing Date (including all obligations that the Company and Sellers would be required to perform at the Closing if the transactions contemplated by this Agreement were consummated) shall have been fully performed or complied with.
(c) All of the consents, authorizations, Orders or approvals required to be listed on Schedule 3.4 shall have been obtained.
(d) During the period from the date of this Agreement to the Closing Date, there shall not have occurred, and there shall not exist on the Closing Date, any condition or fact that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect. Additionally, during the period from the date of this Agreement to the Closing Date, neither the Company nor its assets shall have been materially and adversely affected by reason of any loss, condemnation, destruction or damage, whether or not insured against.
(e) each of the individuals listed on Schedule 9.2(e) shall have executed and delivered a termination of their existing employment agreement with the Company and a New Employment Agreement to be entered into as of the Closing in substantially the form set forth in Exhibit C attached hereto.
(f) The Company shall have obtained the Stock...
Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Merger Sub to consummate the Transactions is subject to the fulfillment (or, at the election of Purchaser, waiver by Purchaser) of all of the following conditions on the Closing Date:
(a) (i) all Fundamental Representations of the Company (taking into account any updates to Section 3.4(a), Section 3.4(d)(i) and Section 3.4(d)(ii) of the Disclosure Schedule) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date; and (ii) all other representations and warranties of the Company set forth in Article III shall be true and correct (in each case, without taking into account any “Material Adverse Effect” or other materiality qualifications) as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except: (A) to the extent that any representation or warranty is limited by its terms to a specific date or range of dates, in which case such representation and warranty need only be true and correct on such date or during the range of dates so specified; and (B) where the failure of such other representations and warranties of the Company set forth in Article III to be true and correct, as of such dates, would not have a Material Adverse Effect;
(b) all material obligations of the Company to be performed hereunder through and including the Closing Date will have been fully performed or complied with in all material respects;
(c) the Company shall have delivered the Consent Agreements signed by the Closing Threshold, or invoked the Drag-Along Right in lieu thereof;
(d) each of the Non-Compete Agreements executed and delivered by the persons set forth on Schedule III shall be in full force and effect upon the Effective Time;
(e) the approvals, consents and waivers that are listed on Section 6.2(e) of the Disclosure Schedule shall have been received, and executed counterparts thereof shall have been delivered to Purchaser; and
(f) since the date of this Agreement, there shall not have occurred, or be continuing, a Material Adverse Effect.
Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Xxxxxx Sub to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Purchaser in writing) of the following conditions at or prior to the Closing:
(a) (i) the representations and warranties set forth in Article 3 and Article 5 (other than the Fundamental Representations, the representations and warranties set forth in clause (ii) in the first sentence of Section 3.09 and those representations and warranties that address matters as of particular dates as set forth in the following clause (ii)) shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) as of the Closing Date as though then made, and (ii) the representations and warranties set forth in Article 3 and Article 5 that address matters as of particular dates (other than the Fundamental Representations and the representations and warranties set forth in clause (ii) in the first sentence of Section 3.09) shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) as of such dates, except where the failure of such representations and warranties referenced in the immediately preceding clauses (i) and (ii) to be so true and correct has not had, and would not reasonably be expected to have, a Material Adverse Effect;
(b) (i) (A) each of the Fundamental Representations (other than the representations and warranties in Section 3.03, Section 3.04 and Section 5.03) shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) in all material respects and (B) the representations and warranties in Section 3.03, Section 3.04, clause (ii) in the first sentence of Section 3.09 and Section 5.03 shall be true and correct in all respects, in each case of the foregoing (A) and (B), as of the Closing Date as though then made (other than such representations and warranties that address matters as of particular dates, which shall be so true and correct as of such dates);
(c) the Company and the Executory Sellers shall have performed or complied with in all material respects all the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing;
(d) the applicable waiting period under the HSR Act shall have expired or been terminated;
(e) (i) no...
