Conditions to the Obligations of Buyer and Merger Subsidiary Sample Clauses

Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: 7.2.1 except, in the case of representations and warranties, for any matters that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company, the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in all material respects at and as of the Effective Time as if made at and as of such time, or in the case of representations and warranties made as of a specified date earlier than the Closing Date, on or as of such earlier date, and Buyer shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company attesting to the matters set forth in this Section 7.2.1; 7.2.2 Buyer shall have received all documents it may reasonably request relating to the existence of the Company and its Subsidiaries and the authority of the Company for this Agreement, all in form and substance reasonably satisfactory to Buyer; 7.2.3 Buyer shall have been furnished at the Closing with the opinions of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to the Company, and Xxxxxxxx & Xxxx, Ltd., counsel to the Company, each dated the Closing Date, addressed to Buyer in a form reasonably acceptable to Buyer; 7.2.4 there shall not have occurred between the date hereof and the Effective Time any Material Adverse Change in the consolidated results of operations, financial condition, assets, liabilities (whether absolute, accrued, contingent or otherwise), or business of the Company and its Subsidiaries, taken as a whole, which Material Adverse Change has not been adequately reserved for in the Company Financial Statements; 7.2.5 holders of no more than 10% of the issued and outstanding Magic Shares shall have made the demands and given the notices required under Minnesota Law to assert dissenters' appraisal rights; 7.2.6 Buyer shall have received all regulatory approval for the Merger and the transactions contemplated thereby from the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Argentina Authorities and Nevada Authorities, except for such consents and approv...
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Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) No Material Adverse Effect shall have occurred and be continuing as a result of either (i) the breach by the Company of any of the representations and warranties of the Company contained in this Agreement (disregarding all exceptions therein for materiality and Material Adverse Effect), or (ii) the failure of the Company to have performed its obligations required hereunder, and Buyer shall have received a certificate signed by an executive officer on behalf of the Company to the foregoing effect; (b) The amount of the Closing Environmental Liabilities shall have been definitively resolved in accordance herewith, and shall not be greater than $750,000; (c) Buyer shall have received from the Company the Pre-Closing Balance Sheet and all accompanying certifications and/or reports required pursuant to Section 5.07 showing that as of the date of such Pre-Closing Balance Sheet the Net Assets of the Company are not less than negative $1,000,000; and
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Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver on or prior to Closing of the following further conditions: (a) (i) the Company shall have 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 this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true at and as of the Effective Time as if made at and as of such time except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date and, in each case, except for breaches with respect to all representations and warranties that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (it being agreed that, for purposes of this Section 9.02(a)(ii), the representations and warranties of the Company contained in this Agreement shall be deemed to have been made without any qualifications as to materiality and, accordingly, references to "material", "Company Material Adverse Effect", "in all material respects" and similar qualifications as to materiality shall be deemed to be deleted therefrom) and (iii) Buyer shall have received a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to the foregoing effect; and (b) there shall not have been any action taken, or any statute, rule, regulation order or decree enacted, entered, enforced or deemed applicable to the Merger by any government or Governmental Authority of competent jurisdiction, domestic, foreign or supranational, making illegal or prohibiting the consummation of the Merger, or otherwise imposing any condition or restriction in connection with the Merger that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Buyer and its Subsidiaries, taken as a whole, after the Effective Time.
Sample 1
Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing; (ii) the representations and warranties of the Company contained in Sections 4.01, 4.02, 4.03, 4.04(a), 4.05, 4.06(a) and the first sentence of 4.06(b), 4.26, 4.27, 4.28, 4.29 and 4.30 of this Agreement (x) that are qualified by materiality, Company Material Adverse Effect or any similar qualification shall be true at and as of the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time) and (y) that are not so qualified shall be true in all material respects at and as of the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time); (iii) the other representations and warranties of the Company contained in this Agreement, or in any certificate or other writing delivered by the Company pursuant hereto, shall be true at and as of the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (iii) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (iv) Buyer shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer, Chief Financial Officer or General Counsel of the Company to the foregoing effect; (b) at least three (3) of the five (5) Required Third Party Consents shall have been obtained; and (c) from the date of this Agreement to the Closing, there shall not exist and there shall not have occurred and be continuing any event or state of facts or circumstances which, individually or in the aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect.
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Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are further subject to the satisfaction or, to the extent permitted by applicable Law, the waiver at or prior to the Closing of each of the following conditions:
Sample 1
Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are further subject to the satisfaction or, to the extent permitted by applicable law, the waiver on or prior to the Effective Time of the following conditions: (a) Performance of Obligations the Company. The Company and the Continuing Stockholders will have performed in all material respects each of its agreements and covenants continued in or contemplated by this Agreement that are required to be performed by it at or prior to the Effective Time pursuant to the terms hereof;
Sample 1
Conditions to the Obligations of Buyer and Merger Subsidiary. The conditions to the obligations of Buyer and Merger Subsidiary to complete the Merger are as set forth on ANNEX I.
Sample 1
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Related to Conditions to the Obligations of Buyer and Merger Subsidiary

  • 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:

  • 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 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:

  • 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 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:

  • 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 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.

  • 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:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

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