CONDITIONS TO THE OBLIGATIONS OF MONARCH Sample Clauses

CONDITIONS TO THE OBLIGATIONS OF MONARCH. The obligation of Monarch to consummate the Merger is subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by Monarch to the extent permitted by applicable law.
Sample 1
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CONDITIONS TO THE OBLIGATIONS OF MONARCH. The obligations of Monarch to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Monarch shall have received (i) from the Company's independent certified public accountants a "cold comfort" letter or "specified procedures" letter, dated (A) the date of the mailing of the Registration Statement, and (B) shortly prior to the Effective Date, with respect to certain financial information regarding Monarch and the Company, respectively, and (ii) from KPMG Peat Marwick LLP a letter confirming that the Merger is entitled to "pooling of interests" treatment for accounting purposes, each of such letters to be in the form customarily issued by "Big Six" independent auditors in transactions of this type (the condition set forth in this clause (ii) being referred to herein as the "Monarch Pooling Condition"); PROVIDED, HOWEVER, that Monarch may, in its sole discretion, at any time, either before or after shareholder approval of the principal terms of this Plan, waive the Monarch Pooling Condition. (b) Each of the representations and warranties of the Company contained in this Plan shall have been true and correct on the date hereof and shall be true and correct at the Effective Time (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date or period); provided, however, that for purposes of this Section 5.2(b) a representation or warranty shall only fail to be true and correct at the Effective Time if the failure of any such brepresentation or warranty to be true and correct has or constitutes, or is likely to have or constitute or relates to, either individually or in the aggregate with other such representations or warranties, a Material Adverse Effect on the Company or the Company Bank; the Company shall have performed, or shall have caused to be performed, in all Material respects, each of its covenants and agreements contained in this Plan required to be performed at or prior to the Effective Time; and Monarch shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, as to the foregoing. (c) Monarch shall have received an opinion, dated the Effective Date, from O'Melveny & Xxxxx, LLP, counsel to the Company ("Company Counsel"), covering the matters set forth in Annex 4, in form and substance satisfactory to Monarch. (d) Monarch shall...
Sample 1
CONDITIONS TO THE OBLIGATIONS OF MONARCH. The obligations of Monarch to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions:
Sample 1

Related to CONDITIONS TO THE OBLIGATIONS OF MONARCH

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

  • 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 the Parties The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions:

  • CONDITIONS TO THE OBLIGATIONS OF EACH PARTY. The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser under this Agreement shall be subject to the satisfaction of each of the following conditions unless waived in writing by the Purchaser:

  • Conditions to the Obligations of Buyer The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer:

  • Conditions to the Obligations of the Agents The obligations of each Agent to solicit offers to purchase the Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, on the Effective Date and when any supplement to the Prospectus is filed with the Commission, (ii) the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, (iii) the performance by the Company of its obligations hereunder and (iv) the following additional conditions:

  • Conditions to the Obligations of the Seller The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by the Seller:

  • Conditions to the Obligations of the Purchasers The obligation of each Purchaser to purchase and pay for the Preferred Shares being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

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