CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligations of the holders of Stockholder Shares with respect to an Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each holder of Stockholder Shares will receive the same form of consideration and the same portion of the aggregate consideration that such holders of Stockholder Shares would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation as in effect immediately prior to such Approved Sale; (ii) if any holders of a class of Stockholder Shares are given an option as to the form and amount of consideration to be received, each holder of such class of Stockholder Shares will be given the same option; and (iii) each holder of then currently exercisable rights to acquire shares of a class of Stockholder Shares will be given an opportunity to exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of such class of Stockholder Shares.
CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligation of the Stockholders to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver) on or prior to the Closing Date of all of the following conditions:
CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligations of Stockholder to transfer the Stock to Acquiring Corporation on the Closing Date are subject, in the discretion of Stockholder, to the satisfaction, on or prior to the Closing Date, of each of the following conditions:
CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligations of Stockholder to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by Stockholder prior to or at the Closing of each of the following conditions:
7.2.1 The representations of Parent and its Affiliates contained in Section 4.2.1, Section 4.6, Section 4.10.1 and Section 4.18.2 shall be true and correct in all respects, in each case as of the Closing (or, to the extent such representations and warranties speak as of an earlier date, they shall be true and correct in all respects as of such earlier date). Except as provided in the previous sentence, (i) the representations and warranties of Parent and its Affiliates set forth in Article IV of this Agreement or in any agreement or certificate delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall that are qualified by reference to "materiality" or "Material Adverse Effect" shall be true and correct in all respects when made and as of the Closing as if made at such time (or, to the extent such representations and warranties speak as of a specified date, they need only be true and correct in all respects as of such specified date) and (ii) the representations and warranties of Parent and its Affiliates set forth in Article IV of this Agreement or in any agreement or certificate delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby that are not qualified by reference to "materiality" or " Material Adverse Effect" shall be true and correct in all material respects when made and as of the Closing as if made at such time (or, to the extent such representations and warranties speak as of a specified date, they need only be true and correct in all material respects as of such specified date).
7.2.2 Each of Parent and Splitco shall have performed in all material respects each obligation and agreement to be performed by it, and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing, and Stockholder shall have received a certificate, dated the Closing Date, signed on behalf of Parent by an appropriate officer of Parent to such effect.
7.2.3 Since the date hereof, there shall not have been any Material Adverse Effect with respect to the Business or Splitco.
7.2.4 Prior to or at the Closing, Parent shall have delivered to Stockholder the items to be de...
CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligation of the Stockholders to consummate the transactions contemplated hereby shall be subject to fulfillment or waiver, at or prior to the Closing Date, of the following conditions:
(a) the Stockholders shall have received from Buyer a certificate of Buyer, dated as of the Closing Date, to the effect that each condition to Buyer's obligation to consummate the Merger, as set forth in the Merger Agreement, has been satisfied and Buyer knows of no reason why the Merger will not be consummated immediately following the Closing; and
(b) the representations and warranties of Buyer herein shall be true and correct in all material respects as of the Closing Date.
CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligations of the Stockholders (other than Class B Permitted Holders) with respect to an exercise by the Company or the holders of a majority of the Class B Common Stock of their rights pursuant to, and in compliance with, this Section 4 are subject to the satisfaction or waiver of the following conditions:
(i) in connection with any Drag Transaction, (a) subject to subsections (ii)-(iv) of this Section 4C, consideration payable to Class B Permitted Holders with respect to any applicable Specified Equity Securities (including amounts deemed to be consideration in accordance with Section 4C(ii)) shall be offered to be paid to each Stockholder (other than Class B Permitted Holders) with respect to such applicable Specified Equity Securities in the same form, to the extent it comprises cash, Marketable Securities, notes and other debt or equity securities, and aggregate per share consideration in lieu of any other consideration, which aggregate per share consideration shall not be less than the Fair Market Value of such other consideration payable to the Class B Permitted Holders with respect to such applicable Specified Equity Securities in such Drag Transaction and the form of consideration offered (as an alternative or otherwise) to such Stockholders must be composed solely of cash, Marketable Securities, notes and other debt or equity securities, and (b) subject to subsections (ii)-(iv) of this Section 4C, if any Class B Permitted Holder is given an option in the definitive documentation as to the form, to the extent it comprises cash, Marketable Securities, notes and other debt or equity securities, and amount of consideration to be received per share of such holder’s Specified Equity Securities, each Stockholder (other than the Class B Permitted Holders) will be given the same option in respect of each of such Person’s applicable Specified Equity Securities;
(ii) all amounts received or to be received by any Class B Permitted Holder or other Xxxxxxxx Family Interested Person in connection with a Drag Transaction, including in respect of non-competition or other similar arrangements and other amounts in connection with employment, consulting or similar arrangements (but only to the extent that such amounts in connection with employment, consulting or similar arrangements exceed the higher of (a) then existing compensation levels paid or payable by the Company or its Subsidiaries to the applicable Person or (b) then current market levels for similarl...
CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The Stockholders' obligations to consummate the transactions contemplated by this Agreement (including to transfer and deliver the Transferred B Shares and to accept the Liberty Shares and the Cash Consideration at the Closing) are subject to the satisfaction at or prior to the Closing of the following conditions:
CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligation of the Stockholder to consummate the Exchange is subject to the fulfillment, to the Stockholder’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:
CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. 8.1 REPRESENTATIONS, WARRANTIES AND COVENANTS 8.2 CONSENTS 8.3 NO GOVERNMENTAL PROCEEDING OR LITIGATION 8.4 CORPORATE DOCUMENTS ARTICLE IX CONDITIONS TO ACQUIRING CORPORATIONS OBLIGATION
CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. All obligations of Stockholder to be discharged under this Agreement at the Closing are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, unless waived in writing by Stockholder prior to or at the Closing:
