Conditions to the Obligation of Purchaser. The obligation of Purchaser to proceed with the Closing under this Agreement is subject to the satisfaction, on or prior to the Closing, of each of the following conditions, each of which may be waived by Purchaser:
Conditions to the Obligation of Purchaser. The obligation of Purchaser to purchase the Initial Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing, of each of the following conditions by each of the Sellers, provided that these conditions are for Purchaser’s sole benefit and may be waived by Purchaser at any time in its sole discretion with respect to any Seller, by providing the Seller Representative with written notice thereof (for the avoidance of doubt, Purchaser shall not be required to purchase any Initial Shares hereunder unless all such conditions are met as to each Seller or are waived by Purchaser as noted above):
(a) The Seller Representative shall have delivered to Purchaser duly endorsed share certificates representing the Initial Shares, in accordance with Section 1.3;
(b) The representations and warranties of each Seller set forth in Section 5 shall be true and correct in all material respects as of the date made and as of the Initial Closing Date as though made at that time and each Seller shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Seller at or before the Initial Closing;
(c) Purchaser shall have received from the Seller Representative a certificate, dated the Closing Date and signed by the Seller Representative, as to the matters set forth in Section 1.5(b);
(d) The disinterested directors of the Company shall have approved the Business Alliance Agreement by resolution at a duly held board meeting;
(e) The Company’s ADSs, each representing two Shares and listed for trading on the NASDAQ Global Market (the “ADSs”) shall continue to be listed on the NASDAQ Global Market in good standing and NASDAQ shall not have taken, or expressed any intention to take, any action to delist the ADSs.
(f) All of the registration rights under Section 2 of each Investor Rights Agreement executed between the Company and each Seller, and all other registration rights held by each Seller with respect to the Shares set forth beside such Seller’s name on attached Schedules 1.1 and 2.1 (the “Registration Rights”), shall have been duly and unconditionally assigned to Purchaser pursuant to an assignment agreement substantially in the form of attached Exhibit B with respect to (i) all Initial Shares, (ii) all Future Shares effective, as to such Future Shares, upon the purchase of such Future Shares by Purchaser pursuant to Section 2 or Section ...
Conditions to the Obligation of Purchaser. The obligation of Purchaser to consummate the Share Sale is also subject to the fulfillment, or written waiver by Purchaser, before the Closing of each of the following conditions.
Conditions to the Obligation of Purchaser. The obligation of Purchaser to effect the Closing is subject to satisfactory completion of the Acquisition and payment by Seller of the Origination Fee. The obligation of Purchaser is further subject to Seller delivering, or causing to be delivered, to Purchaser at the Closing the following documents:
4.3.1 copies, certified by the Secretary of State of Delaware as of May 27, 1997, of the charter of Black Warrior and all amendments thereto and a certificate of an Officer of Black Warrior certifying that there have been no amendments to such charter since May 27, 1997, and copies, certified by the Secretary of Active Subsidiary as of the Closing Date, of the charter of Active Subsidiary and all amendments thereto;
4.3.2 copies, certified by the Secretary of each of Black Warrior and Active Subsidiary as of the Closing Date, of the bylaws of each of Black Warrior and Active Subsidiary, respectively, and all amendments thereto;
4.3.3 copies, certified by a certificate of the Secretary of each of Black Warrior and Active Subsidiary as of the Closing Date, of resolutions duly adopted by the board of directors of each of Black Warrior and Active Subsidiary, respectively, authorizing the execution and delivery by each of Black Warrior and Active Subsidiary, respectively, of the Transaction Documents and all other agreements attached hereto as Exhibits or contemplated herein, the completion of the sale of the Note and Warrants and the taking of all such other corporate action as shall have been required as a condition to, or in connection with, the sale of the Note and Warrants;
4.3.4 the Agreement;
4.3.5 the Note;
4.3.6 the Warrants;
4.3.7 the Amendment of Registration Rights Agreement;
4.3.8 the Amendment of Security Agreement;
4.3.9 the Amendment of Subsidiary Security Agreement;
4.3.10 the Amendment of Subsidiary Guaranty;
4.3.11 an opinion of Xxxxxxx X. Xxxxxx, P.A., counsel to Seller, in form and substance acceptable to Purchaser and addressing the matters set forth in Sections 2.1, 2.2, 2.3, 2.7 and 2.8;
4.3.12 a certificate of an Officer of each of Black Warrior and Active Subsidiary to the effect that the representations and warranties of each of Black Warrior and Active Subsidiary, respectively, herein contained shall be true as of and at the Closing Date with the same effect as though made at such date, except as affected by transactions permitted or contemplated by this Agreement; and further to the effect that each of Black Warrior and Active Subsidia...
Conditions to the Obligation of Purchaser. The obligation of Purchaser to purchase and pay for the Securities to be purchased by it hereunder on the Closing Date is, at its option, subject to the satisfaction, on or before such date, of the following conditions:
Conditions to the Obligation of Purchaser. The obligation of Purchaser to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by Purchaser on or prior to the Closing Date of each of the following conditions:
(a) Any failure of any of the representations and warranties of the Company set forth in this Agreement (without giving effect to any materiality or Material Adverse Effect qualifications contained therein except in Sections 3.4 and 3.6), individually or in the aggregate, to be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) shall not have had, or reasonably be expected to have, a Material Adverse Effect.
(b) Seller and the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by them at or before the Closing.
(c) Since the date of this Agreement there shall not have occurred any change, event, circumstances or development that has had or would be reasonably likely to have a Material Adverse Effect.
(d) Seller shall have delivered to Purchaser a certificate, dated the Closing Date and signed by a senior executive officer, as to the fulfillment of the conditions set forth in Sections 6.2(a) and (b).
(e) Each officer and manager of the Company (other than the Persons to be designated by Purchaser as officers or managers of the Company prior to the Closing) shall have resigned from all of his or her positions as a manager and as an officer of the Company, effective as of the Closing.
Conditions to the Obligation of Purchaser. The obligation of ----------------------------------------- Purchaser to effect the Transactions shall be further subject to the fulfillment on or before the Closing Date of the following conditions, any one or more of which may be waived by Purchaser:
(a) Each of the obligations of Sellers to be performed by them on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed on or before the Closing Date in all material respects.
(b) All actions required to be taken by Sellers to authorize the execution, delivery and performance of this Agreement, and the consummation of the Transactions, shall have been duly and validly taken.
(c) No order of any court or governmental agency or body shall be in effect which restrains or prohibits the Transactions and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or body or other regulatory or administrative agency or commission, challenging any of the Transactions or seeking monetary or other relief by reason of the consummation of such Transactions.
(d) The representations and warranties of Sellers contained in this Agreement shall be true and correct on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to, such date.
(e) SAR shall have executed a Termination and Consulting Agreement of even date herewith.
Conditions to the Obligation of Purchaser. The obligations of the Purchaser under this Agreement as of the Sale Date are subject to the satisfaction or (to the extent not prohibited by Law) waiver by Purchaser of the following conditions:
(a) the satisfaction or (to the extent not prohibited by Law) waiver by Parent under the Merger Agreement of the Offer Conditions (other than any such conditions that by their nature are to be satisfied only at the expiration of the Offer, but subject to such conditions remaining capable of being timely satisfied);
(b) The Seller shall have performed or complied with its obligations required under the final sentence of Section 5.02(b); and
(c) each of the representations and warranties of the Seller contained in Section 4.01(f) (Ability to Transfer), Section 4.02(r) (Good Title) and Section 4.01(e) (Consents and Waivers), without giving effect to any materiality or similar qualifications therein, shall be true and correct in all material respects as of the Sale Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only).
Conditions to the Obligation of Purchaser. The obligation of Purchaser to purchase the Subject Shares from Holder upon exercise of the Right shall be subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Tentative Closing Date: 3 Section 3.3. The Closing. 3
Conditions to the Obligation of Purchaser. Purchaser’s obligation to consummate the transactions contemplated hereby is also subject to the fulfillment, or written waiver by Purchaser before the Closing of each of the following conditions:
(a) Each of the representations and warranties in Sections 5.02(a)–5.02(g), 5.02(j) and 5.02(u) shall be true and correct in all respects as of the Closing Date. Each of the other representations and warranties of the Sellers contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date (except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date), except where the matters in respect of which such representations and warranties are not true and correct, in the aggregate, and without duplication as to materiality (including Material Adverse Effect), have not had or resulted in and would not be reasonably likely to have or result in a Material Adverse Effect.
(b) The Sellers shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by them at or before the Closing.
(c) There shall not have occurred any Material Adverse Effect with respect to any Seller.
(d) The Bank shall have obtained the consent or approval of each person that is not a Governmental Entity whose consent or approval shall be required in connection with the transactions contemplated hereby under any Material Contract.
(e) Sellers shall have delivered to Purchaser:
(1) a certificate (dated not more than 10 days prior to the Closing) as to the good standing of the Bank from the Wisconsin Department of Financial Institutions;
(2) an assignment of the Bank Common Stock, in form and substance satisfactory to Purchaser, duly executed in blank by Shareholder, as well as the certificates representing the Bank Common Stock; and
(3) a duly executed resignation from each of the officers and directors of the Bank.
(4) an amended and restated Technology Services Agreement substantially in the form attached hereto as Exhibit E.
(f) Shareholder shall have delivered to Purchaser a certificate, in its capacity as Shareholder, acting on behalf of Sellers, dated as of the Closing Date, certifying the fulfillment of the conditions specified in Sections ...
