Common use of Conditions to the Obligations of Buyer and Acquisition Sub Clause in Contracts

Conditions to the Obligations of Buyer and Acquisition Sub. The obligations of Buyer and Acquisition Sub under this Agreement shall be subject to the satisfaction, or written waiver by Buyer prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were also made as of the Closing Date, except that those representations and warranties which by their terms speak as of a specific date shall be true and correct as of such date; and Buyer and Acquisition Sub shall have received a certificate, dated the Closing Date, signed on behalf of Seller by its chief executive officer and chief financial officer of Seller to such effect. (b) Seller shall have performed in all material respects all of its covenants and obligations under this Agreement to be performed by it on or prior to the Closing Date, including those relating to the Closing, and Buyer and Acquisition Sub shall have received a certificate, dated the Closing Date, signed on behalf of Seller by its chief executive officer and chief financial officer of Seller to such effect. (c) In the aggregate, an amount of less than ten percent (10%) of the number of Buyer Shares to be issued in the Merger shall be (i) subject to purchase as fractional shares, and (ii) proposed to be issued to Seller’s shareholders who have perfected their appraisal rights under Section 262 of the DGCL in connection with the transactions contemplated by this Agreement. (d) Buyer shall have received the written opinion of Xxxxxxxxxxx & Xxxxxxxx (“K&L”), tax counsel to Buyer (“K&L”), dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, K&L will require and rely upon customary representations contained in letters from Buyer and Seller that counsel to Buyer reasonably deems relevant. (e) Buyer shall have received the written opinion of Xxxxxx Xxxxxx Xxxxx Xxxxxxxx, counsel to Seller (“KMZR”), dated the Closing Date, in substantially the form of Exhibit B hereto.

Conditions to the Obligations of Buyer and Acquisition Sub. The respective obligations of Buyer and Acquisition Sub under this Agreement shall be to effect the Merger are subject to the satisfaction, satisfaction at or written waiver by Buyer prior to the Closing Date, of each Effective Time of the following conditions precedentconditions: (a) The the representations and warranties of Seller set forth the Company contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct in all material respects at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct in all material respects as of such earlier date); and, at the date of this Agreement and as of Closing, the Closing Date as though such representations and warranties were also made as of the Closing Date, except that those representations and warranties which by their terms speak as of a specific date Company shall be true and correct as of such date; and have delivered to Buyer and Acquisition Sub shall have received a certificate, dated the Closing Date, signed on behalf of Seller by its chief executive officer and chief financial officer of Seller certificate to such that effect.; (b) Seller each of the covenants and obligations of the Company to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects all of its covenants and obligations under this Agreement to be performed by it on at or prior to before the Closing DateEffective Time and, including those relating to at the Closing, and the Company shall have delivered to Buyer and Acquisition Sub shall have received a certificate, dated the Closing Date, signed on behalf of Seller by its chief executive officer and chief financial officer of Seller certificate to such that effect.; (c) In the aggregate, an amount of less than ten percent (10%) of the number of Buyer Shares to be issued in the Merger shall be (i) subject to purchase as fractional shares, and (ii) proposed to be issued to Seller’s shareholders who have perfected their appraisal rights under Section 262 of the DGCL in connection with the transactions contemplated by this Agreement. (d) Buyer shall have received the written opinion of Xxxxxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx (“K&L”)LLP, tax counsel to Buyer (“K&L”)the Company, dated the Closing Date, as to the effect that, on the basis of facts, representations and assumptions matters set forth in such opinion, Exhibit B; (d) the Company shall have obtained the consents and/or approvals required in order to permit the succession by the Surviving Corporation pursuant to the Merger will and identified or required to be treated for Federal income tax purposes as a reorganization within the meaning of identified in Section 368(a)(1)(A) 3.5 of the Code. In rendering its opinionCompany Disclosure Schedule, K&L will require except for those for which failure to obtain such consents and rely upon customary representations contained approvals which, in letters from Buyer and Seller that counsel to Buyer reasonably deems relevant.the reasonable opinion of Buyer, are not material; (e) all of the conditions precedent set forth in Sections 6.1 and 6.3 of the XxXxxxxxx Merger Agreement shall have been satisfied; (f) there shall not have been, since the date hereof, any change in or effect on the Company's assets, financial condition, operating results, customer or employee relations or financial statements theretofore supplied by the Company to Buyer which is or may reasonably be expected to result, in a Material Adverse Effect; (g) the Company shall have delivered to Buyer (i) a copy of the text of the director and shareholder resolutions by which the corporate action on the part of the Company necessary to approve this Agreement were taken, certified by the Company's Secretary, (ii) an incumbency certificate signed by an officer of the Company certifying the signature and office of each officer executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto, (iii) a copy of the Articles of Incorporation (or other similar documents) of the Company, as amended to date, certified by the Secretary of State of the state in which the Company is incorporated or other appropriate governmental agency, and (iv) good standing certificates for the Company, issued as of a recent date, by the Secretary of State of the state in which the Company is incorporated or other appropriate governmental agency of each jurisdiction in which the Company is required to be qualified to do business; (h) except for agreements for the purchase and sale of goods and services between SDI and the Company, all agreements between the Company on the one hand, and SDI on the other hand, shall have been terminated by a written instrument reasonably satisfactory in form and substance to Buyer and its counsel; (i) Buyer shall have received obtained financing commitments for the written opinion consummation of Xxxxxx Xxxxxx Xxxxx Xxxxxxxxthe transactions contemplated hereby and by the XxXxxxxxx Merger Agreement and shall have sufficient capital to fund the total consideration contemplated to be paid hereunder and under the XxXxxxxxx Merger Agreement; (j) SDI either (i) shall have made the change of control payments required to be made to certain officers of the Company in connection with the Merger pursuant to the Retention Agreements (as defined in Section 3.9(a) of the Company Disclosure Schedule) or (ii) shall have deposited the full amount of such payments into an escrow to be paid to such officers concurrently with the consummation of the Merger; (k) the Company shall have delivered to Buyer evidence reasonably satisfactory to Buyer demonstrating that, counsel upon consummation of the Merger, the Company will be released from its guarantee of the obligations of SDI, as issuer, under that certain First Supplemental Indenture dated as of December 15, 1998 and certain securities issued thereunder; (l) the Company shall have delivered to Seller Buyer evidence reasonably satisfactory to Buyer demonstrating that all Liens (“KMZR”)other than Permitted Liens) on the assets of the Company and the capital stock thereof will be terminated and released upon consummation of the Merger; and (m) the Company and SDI shall have taken all necessary steps to cause SDI to assume and become the plan sponsor of the Xxxx, dated the Closing Date, in substantially the form of Exhibit B heretoInc. Thrift and Profit Sharing Plan and Trust.

Conditions to the Obligations of Buyer and Acquisition Sub. The obligations of Buyer and Acquisition Sub under this Agreement shall be subject to the satisfaction, or written waiver by Buyer prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were also made as of the Closing Date, except that those representations and warranties which by their terms speak as of a specific date shall be true and correct as of such date; and Buyer and Acquisition Sub shall have received a certificate, dated the Closing Date, signed on behalf of Seller by its chief executive officer and chief financial officer of Seller to such effect. (b) Seller shall have performed in all material respects all of its covenants and obligations under this Agreement to be performed by it on or prior to the Closing Date, including those relating to the Closing, and Buyer and Acquisition Sub shall have received a certificate, dated the Closing Date, signed on behalf of Seller by its chief executive officer and chief financial officer of Seller to such effect. (c) In the aggregate, an amount of less than ten percent (10%) of the number of Buyer Shares to be issued in the Merger shall be (i) subject to purchase as fractional shares, and (ii) proposed to be issued to Seller’s 's shareholders who have perfected their appraisal rights under Section 262 of the DGCL in connection with the transactions contemplated by this Agreement. (d) Buyer shall have received the written opinion of Xxxxxxxxxxx & Xxxxxxxx (“"K&L”"), tax counsel to Buyer (“"K&L”"), dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, K&L will require and rely upon customary representations contained in letters from Buyer and Seller that counsel to Buyer reasonably deems relevant. (e) Buyer shall have received the written opinion of Xxxxxx Xxxxxx Xxxxx Xxxxxxxx, counsel to Seller (“"KMZR”"), dated the Closing Date, in substantially the form of Exhibit B hereto.

Conditions to the Obligations of Buyer and Acquisition Sub. The respective obligations of Buyer and Acquisition Sub under this Agreement shall be to effect the Merger are subject to the satisfaction, satisfaction at or written waiver by Buyer prior to the Closing Date, of each Effective Time of the following conditions precedentconditions: (a) The the representations and warranties of Seller set forth the Company contained in this Agreement or in any other document delivered pursuant hereto, disregarding all qualification made therein by terms such as “material,” “materiality,” or “Material Adverse Effect,” shall be true and correct in all material respects as of the date of this Agreement respects, in each case at and as of the Closing Date Effective Time with the same effect as though if made at and as of the Effective Time (except to the extent such representations and warranties were also made as of the Closing Datespecifically related to an earlier date, except that those in which case such representations and warranties which by their terms speak as of a specific date shall be true and correct as of such earlier date; and Buyer and Acquisition Sub shall have received ), except to the extent that such inaccuracy would not be reasonably expected to cause a certificate, dated the Closing Date, signed on behalf of Seller by its chief executive officer and chief financial officer of Seller to such effect.Material Adverse Effect; (b) Seller each of the covenants and obligations of the Company to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects all of its covenants and obligations under this Agreement to be performed by it on at or prior to before the Closing Date, including those relating to the Closing, and Buyer and Acquisition Sub shall have received a certificate, dated the Closing Date, signed on behalf of Seller by its chief executive officer and chief financial officer of Seller to such effect.Effective Time; (c) In the Company shall have obtained the consents or approvals listed on Section 3.5(a) of the Company Disclosure Letter; (d) the Debt Financing shall have been consummated on the terms and conditions set forth in the Commitment Letters relating thereto; (e) the redemption of all of the issued and outstanding Preferred Shares pursuant to the terms of the Articles of Incorporation shall have been completed; (f) there shall not have occurred any event, circumstance, fact, development or condition that, individually or in the aggregate, an amount of less than ten percent has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; and (10%g) the Company shall have delivered to the Buyer a certificate dated as of the number Effective Time and signed by an executive officer of Buyer Shares to be issued in the Merger shall be Company: (i) subject to purchase the effect that (A) the copy of the Articles of Incorporation attached to the certificate, which shall have been certified by the Secretary of State of the Commonwealth of Pennsylvania within ten (10) days of the Effective Date, are true, correct and complete, (B) a true and correct copy of the Company’s by laws as fractional shares, in effect on the Effective Date is annexed to such certificate and (C) a true and correct copy of the resolutions by (i) the Company’s Board of Directors authorizing the actions taken in connection with this Agreement and (ii) proposed Shareholders approving the Merger is annexed to be issued such certificate is annexed to Seller’s shareholders who have perfected their appraisal rights under Section 262 such certificate; (iii) setting forth the incumbent officers of the DGCL Company and including specimen signatures on such certificate or certificates of such officers executing this Agreement on behalf of Company as their genuine signatures; and (iv) attaching certificates of good standing (or applicable concept in connection with its jurisdiction of incorporation) certified by the transactions contemplated by this Agreement. (d) Buyer shall have received the written opinion Secretaries of Xxxxxxxxxxx & Xxxxxxxx (“K&L”), tax counsel to Buyer (“K&L”), dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) State or other appropriate officials of the Code. In rendering its opinion, K&L will require jurisdictions of their respective incorporation or formation and rely upon customary representations contained all jurisdictions in letters from Buyer and Seller that counsel which the Company is qualified to Buyer reasonably deems relevantdo business. (e) Buyer shall have received the written opinion of Xxxxxx Xxxxxx Xxxxx Xxxxxxxx, counsel to Seller (“KMZR”), dated the Closing Date, in substantially the form of Exhibit B hereto.