Conditions to the Exchange Sample Clauses

Conditions to the Exchange. The Exchange shall not close unless and -------------------------- until 100% of the outstanding principal amount of the Notes have tendered their Notes for exchange (which provision may be waived by the holders of 95% in aggregate principal amount of the Notes).

Conditions to the Exchange. (a) The obligations of the Company to consummate the Exchange contemplated hereby shall be subject to the satisfaction or waiver (where permissible under applicable Law) of the following conditions: (i) The representations and warranties of each Stockholder contained in Section 5 shall be true and correct in all material respects as of the Exchange Closing Date with the same force and effect as though made on and as of such date. (ii) Each covenant or agreement that each Stockholder is required to comply with or to perform at or prior to the Exchange Time shall have been complied with and performed in all material respects. (iii) The Company shall have received a certificate executed by an authorized officer of each of the Stockholders confirming that the conditions set forth in clauses “(i)” and “(ii)” of this Section 3(a) have been duly satisfied. (b) The obligations of the Stockholders to consummate the Exchange contemplated hereby shall be subject to the satisfaction or waiver (where permissible under applicable Law) of the following conditions: (i) The representations and warranties of the Company contained in Section 4 hereof shall be true and correct in all material respects as of the Exchange Closing Date with the same force and effect as though made on and as of such date. (ii) Each covenant or agreement the Company is required to comply with or to perform at or prior to the Exchange Time shall have been complied with and performed in all material respects. (iii) The Stockholders shall have received a certificate executed by an executive officer of the Company confirming that the conditions set forth in clauses “(i)” and “(ii)” of this Section 3(b) have been duly satisfied.

Conditions to the Exchange. The obligations of the parties to complete the transactions contemplated under this Agreement are conditioned upon the each condition set forth in Sections 9.01, 9.02 and 9.03 of the Mergers Agreement being satisfied, waived (subject to Section 5(d)) or capable of being satisfied concurrently with the closing of the Mergers Agreement.

Conditions to the Exchange. The consummation of the Exchange is subject to the satisfaction of the following conditions: (a) The Exchange shall have received the approval of the holders of JCI Stock and New Journal A Stock (which has already been received) to the extent required by the WBCL and the respective Articles of Association/Incorporation and Bylaws of JCI and New Journal; (b) The proposed amendment and termination of the Journal Employees' Stock Trust ("JESTA") shall have received the approvals required by JESTA; (c) The registration statement relating to the shares of New Journal B Stock to be issued as a result of the Exchange shall be effective under the Securities Act of 1933, as amended, and shall not be the subject of any "stop order"; (d) New Journal shall simultaneously consummate the IPO; (e) No statute, rule, regulation, executive order, decree, injunction or other order shall have been enacted, entered, promulgated or enforced by any court or governmental authority that is in effect and has the effect of prohibiting the consummation of the Exchange or the amendment and termination of JESTA; and (f) All approvals and consents necessary or desirable, if any, in connection with the consummation of the Exchange and the amendment and termination of JESTA shall have been obtained.

Conditions to the Exchange. (a) The obligations of the Participating Corporations and the Principal Shareholders to consummate the Exchange pursuant to the Plan shall be conditioned upon the satisfaction of the following conditions: (i) The Plan shall have been approved at the meeting of shareholders of the Company held for such purpose (the "Shareholder Meeting"), or any adjournment thereof, by the vote of the holders of 75% of the Common Stock outstanding and entitled to vote thereon. (ii) All filings, registrations, notices, consents, approvals, authorizations, certificates, orders and permits with respect to the exchange of the Exchange Shares pursuant to and in accordance with the provisions of the Plan required from any Governmental Entity having or asserting jurisdiction over the Participating Corporations shall have been made or obtained and be in full force and effect on a basis reasonably satisfactory to the Participating Corporations. (iii) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree or injunction which prohibits or has the effect of prohibiting the consummation of the Exchange; provided, that the party asserting this condition shall have used its reasonable best efforts to have any such order, decree or injunction vacated. (iv) There shall not have been threatened, instituted or pending any action or proceeding by any Governmental Entity, or by any other Person, domestic or foreign, before any court of competent jurisdiction or Governmental Entity, which could reasonably be expected to: (i) make illegal, materially impede or otherwise directly or indirectly prohibit or materially restrain the Exchange or seek to obtain material damages in connection therewith, (ii) prohibit or materially limit the ownership or operation by the Acquiror of all or any material portion of the business or assets of the Company and its subsidiaries taken as a whole or compel the Acquiror to dispose of or hold separately all or any material portion of the business or assets of the Acquiror or the Company and its subsidiaries taken as a whole, or seek to impose any material limitation on the ability of the Acquiror to conduct its business or own such assets, or (iii) have a material adverse effect on the business of the Acquiror or the Company and its subsidiaries taken as a whole (hereinafter as applied to the Company, a "Material Adverse Effect"). (v) Each of the Participating Corporations shall have rec...

Conditions to the Exchange. 15 SECTION 7.01. Conditions to the Obligations of Each Party 15 SECTION 7.02. Conditions to the Obligations of Digerati 16 SECTION 7.03. Conditions to the Obligations of Waste Deep 16 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 17 SECTION 8.01. Termination 17 SECTION 8.02. Effect of Termination 17 SECTION 8.03. Amendment 17 SECTION 8.04. Waiver 17 SECTION 8.05. Expenses 17

Conditions to the Exchange. The obligations of each party hereto to consummate the Exchange are subject to the satisfaction on or before the Closing Date of the following conditions: (a) All the representations and warranties of the parties hereto contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date; (b) Each of the agreements set forth in Article II which are required to be performed on or before the Closing Date shall have been fully performed; and (c) Each of the following shall have been satisfied: (i) the Corporation shall have filed a registration statement pursuant to the Securities Act with respect to an initial public offering of shares of Corporation Common Stock, (ii) the Corporation shall have received a letter from the proposed lead managing underwriter of such offering which sets forth its estimates of the market value of the Corporation immediately following such offering (which may be stated as a range) and the estimated amount of equity to be raised in the offering, (iii) the lowest estimated post- offering market value of the Corporation less the estimated amount of equity to be raised in the offering, as set forth in such letter, shall be at least equal to $87,500,000 (such condition is referred to herein as the "PUBLIC OFFERING CONDITION").

Conditions to the Exchange. Offers The consummation by the Company of the Exchange Offers will be conditioned upon, among other things, (i) tenders by holders of DNC 2025 Notes of at least 90% in aggregate principal amount of such notes and DNC 2026 Notes of at least 90% in aggregate principal amount of such notes in the Exchange Offers, (ii) customary conditions to be set forth in the registration statement for the Exchange Offers, (iii) the Transaction Support Agreement being in full force and effect, (iv) simultaneous effectiveness of the Proposed Amendments, (v) the Company shall have irrevocably deposited into an account in the name of U.S. Bank National Association, as trustee for the 2024 Notes for and on behalf of the holders of the DBS 2024 Notes, cash sufficient to satisfy the maturity in full of the DBS 2024 Notes and (vi) simultaneous completion of the New Money Notes offering. Conditions of the New Money Investment The purchase of the New Money Notes by the Consenting Creditors and other purchasers will be conditioned upon, among other things, (i) simultaneous completion of the Exchange Offers, (ii) the Transaction Support Agreement being in full force and effect, (iii) the Company shall have irrevocably deposited into an account in the name of U.S. Bank National Association, as trustee for the 2024 Notes for and on behalf of the holders of the DBS 2024 Notes, cash sufficient to satisfy the maturity in full of the DBS 2024 Notes and (iv) customary conditions to be set forth in the registration statement for the New Money Notes. Expenses All fees and reasonable and documented out-of-pocket expenses of (A) DNC 2025 Co-Op Group Counsel, Centerview Partners LLC, Xxxxxxxx Xxxxx & Xxxxxxxx, PLC, and Xxxxxx Xxxxx and (B) DNC 2026 Co-Op Group Counsel and Xxxxxxx Xxxxxxxx Partners LP shall be reimbursed by the Company in accordance with the Transaction Support Agreement and the Commitment Agreement. Governing Law and Jurisdiction New York. Issuer EchoStar Corporation (“EchoStar”). Guarantors Any subsidiaries of EchoStar that, on or after the Closing, either hold any Pledged Licenses (as defined below) (a “Spectrum Collateral Guarantor”) or directly own any equity interests in a Spectrum Collateral Guarantor (an “Equity Pledge Guarantor”). As of the Closing, (a) NorthStar Wireless L.L.C, SNR Wireless LicenseCo, LLC, DBSD Corporation and Gamma Acquisition L.L.C will be Spectrum Assets Guarantors and (b) NorthStar Spectrum L.L.C, SNR Wireless Holdco, L.L.C, DBSD Services Limited and...

Conditions to the Exchange. The obligations of the Parties hereunder to complete the Exchange on the Closing Date is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions may be waived by either Party at any time in its sole discretion by providing the other Party with prior written notice thereof: (a) The representations and warranties of the Parties shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and the Parties shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by each Party at or prior to the Closing Date. (b) To the extent applicable, the Corporation shall have obtained the conditional approval of NASDAQ with respect to the consummation of the transactions contemplated by this Agreement; and (c) The Corporation shall have filed the Articles of Amendment with the Director of Industry Canada pursuant to this Agreement to create the Preferred Shares substantially in the form attached hereto as Schedule “A”.

Conditions to the Exchange. 5.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived in writing, in whole or in part, by the Corporation or CN, to the extent permitted by applicable law: (a) No Governmental Authority shall have enacted, issued, promulgated or enforced any statute, rule, regulation, executive order, decree, judgment, preliminary or permanent injunction or other order which is in effect and which prohibits, enjoins or otherwise restrains the consummation of the transactions contemplated hereby; provided, that the parties shall use commercially reasonable efforts to cause any such decree, judgment, injunction or order to be vacated or lifted. (b) Each consent or approval from, or filing with any Person, required to be obtained or made and any waiting period required to have expired in order to consummate the transactions contemplated by this agreement at the Closing shall have been obtained, or made, as the case may be, and any such waiting period shall have expired. (c) The sale of 25 units of Worldwide Fiber IC LLC from IC Fiber Holding Inc. ("ICFHI") to Worldwide Fiber IC Holdings, Inc. ("WFICHI") pursuant to that certain Purchase Agreement dated March 6, 2000 and made between ICFHI, WFICHI and Illinois Central Railroad Company shall have been completed.