Conditions to the Obligations of Buyer and Merger Sub Sample Clauses

Conditions to the Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date, any or all of which may be waived in whole or in part by Buyer:
Sample 1Sample 2Sample 3See All (16)
AutoNDA by SimpleDocs
Conditions to the Obligations of Buyer and Merger Sub. The obligation of Buyer and Merger Sub to effect the Merger is also subject to the satisfaction (or waiver in writing if permissible under applicable Law), at or prior to the Effective Time, of the following conditions:
Sample 1Sample 2See All (8)
Conditions to the Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that, if permitted by applicable Law, Buyer and Merger Sub may waive any one or more of the following conditions): (a) there shall not be in effect any Law or Order enacted, issued, promulgated, enforced or entered by any court or other Governmental Authority of competent jurisdiction, and no litigation, proceeding or other legal restraint or prohibition shall be pending or in effect, including against any Group Company, any one or more members of the board of directors of the Company, any one or more officers of the Company or any one or more trustees of the Conserve School Trust (each, a “Restraint”), that disapproves of, objects to, or challenges the authority, the ability, or the propriety of any Group Company, the board of directors of the Company or the trustees of the Conserve School Trust to approve or consummate the transactions contemplated by this Agreement (including by the Attorney General of the State of Illinois or the Attorney General of the State of Wisconsin) or that makes illegal the consummation of the transactions contemplated by this Agreement; (b) the Company and the Stockholder Representative shall have performed and complied in all material respects with all covenants, agreements and obligations required to be performed or complied with by the Company and the Stockholder Representative, as applicable, under this Agreement at or prior to the Closing; (c) the representations and warranties of the Company contained in Article 3 shall be true and correct (without giving effect to any limitation or qualification contained therein relating to “materiality” or “Company Material Adverse Effect” or similar qualifiers) on the date hereof and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only at and as of such date), except where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedule but without giving effect to any limitation or qualification as to “materiality” or “Company Material Adverse Effect” or similar qualifiers set forth therein) has not had, and would not reasonably be expected to have, a Company Material Adverse Effect; p...
Sample 1See All (5)
Conditions to the Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following additional conditions, any one or more of which may be waived, to the extent permissible, in writing by Buyer and Merger Sub: (a) (i) Each of the representations and warranties of the Company contained in Sections 4.1 (Corporate Organization of the Company) (other than the representations set forth in the last two sentences of Section 4.1), 4.2 (Subsidiaries), (other than the representations set forth in the last sentence of Section 4.2), ‎4.3 (Due Authorization), ‎4.7(a) and the second sentence of ‎4.7(b) (Capitalization of Subsidiaries) and ‎4.16 (Brokers’ Fees) (in each case, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct in all material respects as of the date hereof and as of the Closing Date, as if made anew at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall have been true and correct in all material respects at and as of such date, (ii) each of the representations and warranties of the Company contained in Sections ‎4.6 (Capitalization of the Company) (in each case, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct in all respects (other than de minimis inaccuracies) as of the date hereof and as of the Closing Date, as if made anew at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall have been true and correct in all respects (other than de minimis inaccuracies) at and as of such date and (iii) each of the other representations and warranties of the Company contained in Article ‎IV, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct as of the date hereof and as of the Closing Date, as if made anew at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall have been true and correct at and as of such date, except in the case of this clause ‎(iii) for any inaccuracy or omission that would not reasonably be expected to have a Material Adverse Effect on the Company. (b) Each of the ...
Sample 1
Conditions to the Obligations of Buyer and Merger Sub. The respective obligations of Buyer and Merger Sub to effect the Merger are subject to the satisfaction or waiver (to the extent permitted by applicable Law) on or prior to the Closing Date of the following further conditions: (i) the Company shall have duly performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Company contained in Section 3.10(a) shall be true and correct in all respects at and as of the Effective Time with the same effect as if made at and as of the Effective Time; the representations of the Company contained in Section 3.3, Section 3.4, and Section 3.24 (disregarding all qualifications and exceptions regarding materiality or Company Material Adverse Effect) 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 and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and all other representations and warranties of the Company contained in this Agreement or in any other document delivered pursuant hereto (disregarding all qualifications and exceptions regarding materiality or Company Material Adverse Effect) shall be true and correct in all respects (except to the extent that any breaches thereof, whether individually or in the aggregate, would not have a Company Material Adverse Effect) 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 and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (iii) at the Closing, Buyer and Merger Sub shall have received a certificate signed on behalf of the Company by an executive officer of the Company to the foregoing effect.
Sample 1
Conditions to the Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate the transactions contemplated by this Agreement will be subject to the satisfaction at or before the Closing of each of the following conditions, which to the extent permitted by Law may be waived in a written agreement signed by Buyer: (a) (i) Each of the Fundamental Representations are true and correct (when read without any exception or qualification as to materiality or Material Adverse Effect or any similar concept) in all material respects as of the Closing Date and as though made on such date (except that any Fundamental Representations that are made as of a specific date need only be true and correct as of such date) and (ii) all other representations and warranties of the Company contained in this Agreement are true and correct (when read without any exception or qualification as to materiality or Material Adverse Effect or any similar concept) in all respects and as of the Closing Date as though made on such date (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date), except where the failure of such representations and warranties to be true and correct at such time has not, individually or in the aggregate, had a Material Adverse Effect; (b) All of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing pursuant to this Agreement have been complied with and performed in all material respects; (c) Since the date hereof, there has not occurred any Material Adverse Effect with respect to the Company, and no event has occurred or circumstance will exist that, in combination with any other events or circumstances, would reasonably be expected to have a Material Adverse Effect with respect to the Company, in each case that is continuing; (d) There is no Action pending or threatened in writing against Buyer, Merger Sub or the Company or any of their respective Affiliates by any Governmental Entity or any Law proposed, enacted or deemed applicable: (i) seeking to enjoin or make illegal, delay or otherwise restrain or prohibit the consummation of the transactions contemplated by this Agreement; (ii) that would result in the transactions contemplated by this Agreement being rescinded following consummation; (iii) seeking material damages in connection with the transactions contemplated by this Agreement; (iv) seeking to prohibit or limit the exercise by Buyer or Merger...
Sample 1
Conditions to the Obligations of Buyer and Merger Sub. The obligation of Buyer and the Merger Sub to consummate the Merger is subject to the satisfaction of the further condition that, Target shall have delivered to Buyer true and complete copies of its audited balance sheet, audited statement of operations and retained earnings, audited statement of cash flows and audited statement of changes in stockholders' equity, together with notes thereto, for the fiscal years ended December 31, 1995, 1996 and 1997, which shall be audited by and accompanied by a report of Amper Politiziner & Xxxxxx, certified public accountants containing an undertaking to consent in the future of the use by Buyer or its Affiliates, in documents filed pursuant to the Securities Act or the Exchange Act, of all required financial statements of Target audited by such auditors and the auditor's reports with respect to such financial statements.
Sample 1
AutoNDA by SimpleDocs

Related to Conditions to the Obligations of Buyer and Merger Sub

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions to the Obligations of Buyer The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

  • Conditions to the Obligations of the Buyer The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by the Buyer but only in writing):

  • Conditions to the Obligations of Sellers The obligation of Sellers to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!