Conditions to the Corporation’s Obligations. (a) The obligations of the Corporation hereunder are subject to the accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties of the Purchaser contained herein and to the performance by the Purchaser of its obligations hereunder.
(b) The Purchaser shall have received any and all necessary approvals or non-objections from all Governmental Authorities necessary for the purchase by the Purchaser of the Shares pursuant to this Agreement, and any and all applicable waiting periods upon which such approvals are conditioned shall have expired.
Conditions to the Corporation’s Obligations. The obligations of the Corporation hereunder are subject to the accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties of the Purchaser contained herein and to the performance by the Purchaser of its obligations hereunder and the conditions (or waiver thereof by the Corporation) set forth in Section 3.1(e) and, to the extent applicable, 3.1(f).
Conditions to the Corporation’s Obligations. Unless waived by the Corporation in writing in its sole discretion, all obligations of the Corporation under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions:
Conditions to the Corporation’s Obligations. The obligations of the Corporation hereunder are subject to the accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties of each Purchaser contained herein and to the performance by each Purchaser of its obligations hereunder and to each of the following additional terms and conditions:
(a) The Purchasers shall have received any and all necessary approvals from all Governmental Authorities necessary for the purchase by the Purchasers of the Shares as the case may be, pursuant to this Agreement, and any and all applicable waiting periods upon which such approvals are conditioned shall have expired.
(b) Such Purchaser shall have executed each of the Transaction Documents of which it is a party and delivered the same to the Corporation.
(c) Such Purchaser and each other Purchaser shall have delivered to the Corporation the Purchase Price for the Shares being purchased by such Purchaser and each other Purchaser, severally and not jointly, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Corporation.
Conditions to the Corporation’s Obligations. The obligation of the Corporation hereunder to issue the Funded Shares at the Closing is subject to the satisfaction (or waiver by the Corporation) of each of the following conditions:
(a) The representations and warranties of the Purchasers in Section 3.2 hereof shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date, and the Purchasers shall have complied with all their agreements contained herein and the Purchaser shall have performed, satisfied and complied with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing.
(b) The Required Approvals shall have been obtained or filed or shall have occurred (as applicable) and, as to any order or orders, any such order or orders shall have become final and non-appealable, and neither the Purchasers nor the Corporation shall have received written notice from or otherwise been notified by a Governmental Authority that it will not grant a Required Approval.
(c) The Prohibition Condition shall have been satisfied.
Conditions to the Corporation’s Obligations. The obligations of the Corporation hereunder are subject to the accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties of the Purchaser contained herein and to the performance by the Purchaser of its obligations hereunder and to each of the following additional terms and conditions (or waiver thereof by the Corporation):
(a) The Purchaser shall have received any and all necessary approvals from all Governmental Authorities necessary for the sale and issuance of the Purchased Shares by the Corporation to the Purchaser, as the case may be, pursuant to this Agreement, and any and all applicable waiting periods upon which such approvals are conditioned shall have expired, and there shall be no judgment, injunction, order or decree prohibiting any of the transactions contemplated hereby, and no action, suit or proceeding shall be pending or threatened before or by any court or Governmental Authority seeking to restrain or prohibit, or seeking damages in connection with, the transactions contemplated hereby.
(b) The Certificate of Determination shall have been accepted on file by the California Secretary of State.
Conditions to the Corporation’s Obligations. The respective obligations of each of the Corporations to consummate the Mergers shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions:
(a) This Agreement shall have been approved by (i) the shareholders of each of the Reorganization Corporations and the Acquired Corporations in accordance with the URBCA, and (ii) a majority of the shareholders of the Parent in accordance with resolutions duly adopted by the Board of Directors of the Parent.
(b) The total number of Dissenting Shares, if converted into shares of Parent Common Stock in accordance with Section 2.1 above, would be less than or equal to 346,935 shares of Parent Common Stock (which number of shares of Parent Common Stock is equal to five percent (5%) of the total number of shares of Parent Common Stock that would be outstanding immediately after the Mergers if there were no Dissenting Shares and all of the shares of the common stock of the Acquired Companies were converted into Parent Common Stock in accordance with Section 2.1 above).
(c) The Parent and the Acquired Corporations shall have received the opinion of Granx Xxxxxxx XXX that the Mergers constitute tax-free transfers in accordance with Section 351 of the Code or tax-free reorganizations in accordance with Section 368(a)(1)(B) of the Code.
(d) No Governmental Authority shall have issued any order, and there shall not be any statute, rule, decree or regulation restraining, prohibiting or making illegal the consummation of the Merger.
(e) Any waiting period applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated.
Conditions to the Corporation’s Obligations. The obligations of the Corporation under this Agreement are subject to the Subsidiary's (the term Subsidiary in the context of this Article being deemed to include all subsidiaries of the Subsidiary and sibling corporations of the Subsidiary, the assets and operations of which are to be included among the subjects of this Agreement) and Subscriber's satisfaction, or the written waiver by the Corporation, of the following conditions prior to Closing (the "Conditions Precedent"):
(a) That all covenants, agreements, actions, proceedings, instruments and documents required to be carried out or delivered by Subscribers or the Subsidiary pursuant to this Agreement shall have been performed, complied with or delivered to the Corporation in accordance with the terms thereof.
(b) That the warranties and representations made by the Subscribers and the Subsidiary in this Agreement shall be true and correct in all material respects on and as of the date of Closing and shall be deemed to be made on and as of such date.
(c) That there are no material violations of any laws, statutes, ordinances, orders, regulations or requirements of any governmental authority affecting the Subsidiary or its assets, nor will there be any at the time of Closing.
(d) There is no action, suit or proceeding pending or threatened against or affecting the Subsidiary or its assets in any court or before or by any federal, provincial, state, county or municipal department, commission, board, bureau, agency or other governmental instrumentality which would affect the Subscriber's or the Subsidiary's ability to perform hereunder or which could affect the business of the Subsidiary in a materially adverse manner.
(e) That the Subsidiary is in material compliance with all applicable federal, provincial, state or local statutes, regulations, rules or ordinances applicable to the it, its securities or assets and that the transactions contemplated hereby will not result in any violations thereof.
(f) That the issuance of the Stock and the transfer of the Subsidiary Stock complies with the requirements for exemption from registration under the statutes, regulations and rules applicable thereto and of comparable provisions of the laws of the Corporation's and the Subscriber's province of domicile.
Conditions to the Corporation’s Obligations. The obligations of the Corporation hereunder are subject to the accuracy, as of the date hereof and as of each Closing Date, of the representations and warranties of the Purchaser contained herein and to the performance by the Purchaser of its obligations hereunder and to each of the following additional terms and conditions:
(a) The Purchaser shall have received any and all necessary approvals from all Governmental Authorities necessary for the purchase by the Purchaser of the Notes as the case may be, pursuant to this Agreement, and any and all applicable waiting periods upon which such approvals are conditioned shall have expired.
(b) The Purchaser shall have delivered to the Corporation the Purchase Price for the Notes being purchased, by the Initial Closing Date in the case of the Initial Notes, and by each Additional Closing Date in the case of the Additional Notes, by wire transfer of immediately available funds pursuant to the wire instructions provided by the Corporation.
Conditions to the Corporation’s Obligations. The obligations of the Corporation hereunder with respect to each Purchaser are subject to the accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties of such Purchaser contained herein and to the performance by such Purchaser of its obligations hereunder and to each of the following additional terms and conditions (or waiver thereof by the Corporation):
(a) Such Purchaser shall have received any and all necessary approvals from all Governmental Authorities necessary for the sale and issuance of the Purchased Shares by the Corporation to such Purchaser, if any, pursuant to this Agreement, and any and all applicable waiting periods upon which such approvals are conditioned shall have expired, and there shall be no judgment, injunction, order or decree prohibiting any of the transactions contemplated hereby, and no action, suit or proceeding shall be pending or threatened before or by any court or Governmental Authority seeking to restrain or prohibit, or seeking damages in connection with, the transactions contemplated hereby.
(b) The Patriot Closing shall have been consummated or shall be deemed to close simultaneous herewith.
