Conditions to the Initial Closing. 2.7.1 The obligations of Gilead hereunder in connection with the Initial Closing are subject to the following conditions being satisfied or waived:
(a) The representations and warranties of the Company set forth in Section 3.1 hereof shall be true and correct as of the Initial Closing Date in all material respects.
(b) The Company shall have complied in all material respects with its covenants hereunder as of the Initial Closing Date.
(c) The Company shall have duly executed and delivered the Collaboration Agreement, such agreement shall continue to be in full force and effect and the Effective Date (under and as defined therein) shall have occurred (or shall occur simultaneously with the Initial Closing).
(d) The Company shall have duly executed and delivered the Investor Rights Agreement.
(e) All required Antitrust Approvals under the HSR Act for Gilead’s purchase of the Initial Shares and the transactions contemplated by the Collaboration Agreement and the Investor Rights Agreement shall have been obtained.
(f) The issuance and sale of the Initial Shares shall not result in a breach of Law.
(g) All closing deliverables as required under Section 2.5.1 shall have been delivered by the Company to Gilead.
(h) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Initial Closing, shall have been instituted or be pending before any Governmental Authority.
(i) The Company shall have delivered to the Transfer Agent irrevocable written instructions to issue the Initial Shares to Gilead in a form and substance acceptable to the Transfer Agent.
(j) NYSE shall have raised no objection to the consummation of the transactions contemplated by this Agreement (including the issuance of Additional Shares hereunder), the Investor Rights Agreement and the Collaboration Agreement in the absence of stockholder approval of such transactions.
2.7.2 The obligations of the Company hereunder in connection with the Initial Closing are subject to the following conditions being satisfied or waived:
(a) The representations and warranties of Gilead set forth in Section 3.2 hereof shall be true and correct as of the Initial Closing Date in all material respects.
(b) Gilead shall have duly executed and delivered the Collaboration Agreement, such agreement shall continue to be in full force and effect and the Effective Date (under and as defined therein) shall have occurred (or shall occur simultan...
Conditions to the Initial Closing. The obligations of the Sellers to effect the Initial Closing are subject to the fulfillment or satisfaction on and as of the Initial Closing of each of the following conditions, any one or more of which may be waived by the Sellers, but only in a writing signed by the Sellers:
Conditions to the Initial Closing. The obligation of the LLC to purchase and pay for the Common Stock at the Initial Closing is subject to the satisfaction as of the Initial Closing of the following conditions:
Conditions to the Initial Closing. The obligations of the Purchaser to effect the Initial Closing are subject to the fulfillment on or before the Initial Closing Date of each of the following conditions, any one or more of which may be waived by the Purchaser but only in a writing signed by the Purchaser:
Conditions to the Initial Closing. The respective obligations of the parties to effect the Initial Closing are subject to the fulfillment or satisfaction on and as of the Initial Closing of each of the following conditions:
Conditions to the Initial Closing. The obligations of each Party to consummate the transactions contemplated by this Article III shall be subject to the fulfillment, at or prior to the Initial Closing, of each of the following conditions:
(a) the Company has entered into Demonstration Offtake Agreements that satisfy the Minimum Initial Offtake Requirement;
(b) no Governmental Authority shall have enacted, issued, promulgated, enforced, or entered, or has commenced proceedings to enforce or enter, any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement or the other Transaction Agreements illegal, otherwise restraining or prohibiting consummation of such transactions, or causing any of the transactions contemplated hereunder or thereunder to be rescinded following completion thereof;
(c) each Party shall have obtained all necessary internal approvals authorizing this Agreement, the other Transaction Agreements to which it is a party and the transactions contemplated hereby and thereby;
(d) the Company shall have taken all necessary stockholder and board action to, at the Initial Closing, (i) approve the Amended and Restated Bylaws, (ii) appoint the Board as contemplated by the Stockholders’ Agreement; provided, that [***], and (iii) take any other corporate action required to consummate the transactions contemplated by this Agreement and the other Transaction Agreements, including the redemption and cancellation of the Formation Shares as contemplated by Section 2.01(e);
(e) no Action shall have been commenced against a Party, which would prevent the Initial Closing and no injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated by the Transaction Agreements;
(f) the Company shall have filed the Amended and Restated Certificate of Incorporation as contemplated pursuant to Section 2.01(c);
(g) the representations and warranties of each Party contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) on and as of the date hereof and on and as of the Initial Closing Date with the same effect as though made at and as of such date (except those representations and warranties that add...
Conditions to the Initial Closing. Section 9.01. Conditions to Obligations of Buyer and Seller 57 Section 9.02. Conditions to Obligations of Buyer 58 Section 9.03. Conditions to Obligations of Seller 59 Section 10.01. Survival 59 Section 10.02. Indemnification 60 Section 10.03. Procedures 61 Section 10.04. Calculation of Damages 62 Section 10.05. Assignment of Claims 63 Section 10.06. Treatment of Indemnification Payments 64 Section 10.07. Contribution and Waiver 64 Section 10.08. Exclusivity 64 Section 11.01. Termination 64 Section 11.02. Effect of Termination 65 Section 12.01. Notices 65 Section 12.02. Amendments and Waivers 66 Section 12.03. Expenses 67 Section 12.04. Successors and Assigns 67 Section 12.05. Governing Law 67 Section 12.06. Jurisdiction 67 Section 12.07. Waiver of Trial by Jury 67 Section 12.08. Counterparts; Effectiveness; No Third Party Beneficiaries 67 Section 12.09. Entire Agreement 68 Section 12.10. Severability 68 Section 12.11. Disclosure Schedule 68 Section 12.12. Specific Performance 68 Section 12.13. Attorney’s Fees 69 Section 12.14. Conflicts of Interest 69 Exhibit A Form of Alaska Management Agreement Exhibit B Form of Xxxx of Sale and Assignment and Assumption Agreement Exhibit C Form of Delaware Management Agreement Exhibit D Form of Intellectual Property License Agreement Exhibit E Form of North Carolina Management Agreement Exhibit F Form of Transition Services Agreement Exhibit G Form of Intellectual Property Quitclaim Assignment Exhibit H Form of Raleigh Landlord Consent Exhibit I Form of Raleigh Tenant Improvement Allowance Letter Agreement This ASSET AND EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 17, 2018 by and between Del Frisco’s Restaurant Group, Inc., a Delaware corporation (“Seller”), and Xxxxxxxx’x Holding LLC, a Delaware limited liability company (“Buyer”). Each of Seller and Buyer is referred to herein as a “Party” and collectively as the “Parties”.
Conditions to the Initial Closing. The Buyer Parties’ obligation to consummate the Contemplated Transactions at the Initial Closing and to take the other actions contemplated by this Agreement at the Initial Closing are subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by the Buyer Parties, in their sole and absolute discretion, at or prior to the Initial Closing, of each of the following conditions set forth in this Section 10.1.
Conditions to the Initial Closing. The obligation of --------------------------------- each Investor to purchase and pay for the Class A Common at the Initial Closing is subject to the satisfaction as of the Initial Closing of the following conditions:
Conditions to the Initial Closing. The obligation of the Purchaser to purchase the Notes, to pay the purchase price therefor at the Initial Closing and to perform any obligations hereunder shall be subject to the satisfaction of the following conditions on or before the Initial Closing Date, as determined by, or waived by, the Purchaser; provided, however, that any waiver of a condition shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by the Company.
