Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions:
(a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all respects (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such representations and warranties) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties which address matters only as of a certain date which shall have been true, complete and correct as of such certain date, and (ii) failures to be true, complete and correct that do not, in the aggregate, constitute a Parent Material Adverse Effect), and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect;
(b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to that effect;
(c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, legal counsel to Company, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; and
(d) There shall have been no Parent Material Adverse Effect since the date of this Agreement.
Conditions to the Obligations of Company. The obligation of Company to effect the Merger is also subject to the satisfaction, or waiver by Company, at or prior to the Effective Time of the following conditions:
Conditions to the Obligations of Company. The obligation of Company to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) the representations of Parent and Newco 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 expressly related to an earlier date, in which case such representations shall be true and correct as of such earlier date) and, at the Closing, Parent and Newco shall have delivered to Company a certificate to that effect;
(b) each of the covenants and obligations of Parent and Newco to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed at or before the Effective Time and, at the Closing, Parent and Newco shall have delivered to Company a certificate to that effect;
(c) the shares of Parent Common Stock issuable to Company shareholders pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on the NYSE upon official notice of issuance;
(d) Company shall have received the opinion of legal counsel to Parent as to the matters reasonably agreed upon by the parties;
(e) Parent shall have obtained the consent or approval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable opinion of Company, individually or in the aggregate, have a Material Adverse Effect on Parent;
(f) the average price of Parent's common stock over the Valuation Period shall be no less than $8.25 per share;
(g) the Surviving Corporation shall have executed and delivered at the Closing, each dated the Closing Date, an employment agreement substantially in the form attached hereto as Exhibit E with Georxx X. Xxxter, Jr., and an employment agreement substantially in the form attached hereto as Exhibit F with Danixx X. Xxxxxxxx;
(h) Company shall have received an opinion from its outside tax counsel to the effect that the Merger will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code, dated the C...
Conditions to the Obligations of Company. The obligations of Company to complete the Arrangement by filing Articles of Arrangement to give effect to the Plan of Arrangement are subject to the satisfaction or waiver of the following further conditions:
(a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all material respects both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and Company shall have received a certificate of an officer of Parent to such effect;
(b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement and the Plan of Arrangement to be performed or complied with by it on or prior to the Effective Time and Company shall have received a certificate of an officer of Parent to that effect;
(c) there shall have been no Parent Material Adverse Effect since the date of this Agreement; and
(d) Company shall have received an opinion (i) from Xxxxxx X. Xxxxxxxx, Xx., Corporate Vice President and General Counsel of Parent, substantially in the form of Annex E attached hereto and (ii) from Nova Scotia counsel to Acquireco relating to organization and authority matters.
Conditions to the Obligations of Company. The obligation of Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing of each of the following conditions:
Conditions to the Obligations of Company. The obligation of the Company to consummate the Transaction is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions:
(a) Parent shall have performed, in all material respects, all of its obligations hereunder required to be performed by Parent at or prior to the Closing;
(b) (i) the representations and warranties of Parent contained in Section 5.01 (other than the fourth and fifth sentences therein), Section 5.02, Section 5.05(b), Section 5.19 and Section 5.20 (A) in the case of any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect in the text thereof, shall be true and correct in all respects, and (B) in the case of any such representations and warranties that are not so qualified, shall be true and correct in all material respects, in the case of each of clauses (A) and (B), at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), (ii) the representations and warranties of Parent contained in Section 5.08(b) shall be true and correct in all respects at and as of the Closing as if made at and as of the Closing; (iii) the representations and warranties of Parent contained in Section 5.05(a) shall be true and correct at and as of the Closing as if made at and as of the Closing (or if such representations and warranties are given as of another specific date, at and as of such date), except for any de minimis inaccuracies and (iv) the other representations and warranties of Parent contained in Article V (disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect) shall be true and correct at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;
(c) since the date of this Agreement, there shall not have occurred a Parent Material Adverse Effect; and
(d) the Company shall have received a certificate from an executive officer of Parent confirming, on behalf of Parent, the satisfaction of the conditi...
Conditions to the Obligations of Company. The obligations of Company to consummate the Merger are subject to the satisfaction (or waiver by Company) of the following further condition:
(a) Parent shall have performed in all material respects all of its obligations and complied in all material respects with all of its covenants hereunder required to be performed or complied with by it at or prior to the Effective Time and (b) the representations and warranties of Parent contained in this Agreement (without considering any qualification as to materiality) shall be true and correct at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a particular date which shall be true and correct as of such date), with only such exceptions as, individually or in the aggregate, have not had and would not have a Material Adverse Effect on Parent; and Company shall have received a certificate signed by an executive officer of Parent to the effect set forth in clauses (a) and (b).
Conditions to the Obligations of Company. Sections 10.4 and 10.7 of the Merger Agreement are hereby amended by adding the following sentence to the end of each such Section: "Satisfaction of the foregoing, shall not be a condition to Company's obligations under the Merger Agreement, provided there has been Consummation of the Offer."
Conditions to the Obligations of Company. The obligation of the Company to consummate the Transactions shall be subject to the satisfaction or waiver (where permissible pursuant to applicable Law) by the Company on or prior to the Closing Date of each of the following conditions:
Conditions to the Obligations of Company. The obligations of Company to issue and sell the Note and Warrant to Investor at the Closing are subject to the fulfillment, or the waiver by Company, of the following condition on or before the Closing.
(a) The representations and warranties of each Investor in Section 3 shall be true at and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
(b) Investor shall have delivered to Company a fully executed signature page to the Amended and Restated Intercreditor Agreement by and among Company, Investor, Lighthouse and the LRG Lenders.
(c) Company shall have obtained all necessary permits and qualifications, or shall have the availability of exemptions therefrom, required by any state for the offer and sale of the Securities.
(d) All approvals of the Board and, if required, stockholders necessary for performance of the transactions contemplated by the Transaction Agreements shall have been obtained.
