Conditions to the Obligations of Parent and Acquisition Co Sample Clauses

Conditions to the Obligations of Parent and Acquisition Co. The respective obligations of Parent and Acquisition Co. to effect the Merger are subject to the satisfaction at or prior to the Closing Date of the following conditions: (a) the representations and warranties of HCI Holding Co., the Company and the Shareholders contained in this Agreement (subject to the provisions contained in the preamble to Article III) shall be true and correct in all material respects at and as of the Closing Date with the same effect as if made at and as of the Closing Date (except to the extent such representations specifically relate 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 Closing, HCI Holding Co. and the Shareholders shall have delivered to Parent and Acquisition Co. a certificate to that effect, executed by an officer of HCI Holding Co. and the Shareholders; and (b) each of the covenants and obligations of HCI Holding Co., the Company and the Shareholders to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Closing Date and, at the Closing, HCI Holding Co. shall have delivered to Parent and Acquisition Co. a certificate to that effect, executed by an officer of HCI Holding Co.; and (c) all consents, approvals and authorizations required for the execution, delivery and performance of this Agreement and the Contemplated Transactions by HCI Holding Co., the Company and the Shareholders shall have been obtained and evidence of same shall have been delivered to Parent and Acquisition Co.; and (d) HCI Holding Co., the Company and the Shareholders, as the case may be, shall have delivered all of the Closing deliveries set forth in Section 2.11(b) above; and (e) except as contemplated or disclosed herein or in the HCI Disclosure Schedule, there shall have been no events, changes or effects, individually or in the aggregate, with respect to HCI Holding Co. or the Company having, or that would reasonably be expected to have, a Material Adverse Effect on HCI Holding Co. or the Company; and (f) no key employee of HCI Holding Co. or the Company (as determined by Parent in its sole discretion) shall have terminated their employment or given written or oral notice to HCI Holding Co., the Company or Parent of their intention to do so after the consummation of the Merger; and (g) the results of Parent's due diligence investigation of HCI Ho...
Sample 1
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Conditions to the Obligations of Parent and Acquisition Co. The respective obligations of Parent, CRDE and Acquisition Co. to complete the purchase of the Purchased Assets are subject to the satisfaction at or prior to the Closing Date of the following conditions: (a) the representations and warranties of the Company, the General Partner and the Limited Partner contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same effect as if made at and as of the Closing Date (except to the extent such representations specifically relate to an earlier date, in which case such representations shall be true and correct in all material respects as of such earlier date); (b) each of the covenants and obligations of the Company, the General Partner and the Limited Partner to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Closing Date; (c) there shall have been no events, changes or effects, individually or in the aggregate, with respect to the Company or its subsidiaries having, or that would reasonably be expected to have, a Material Adverse Effect on the Company; (d) none of the Key Employees shall have terminated their employment with the Company or given written or oral notice to the Company or Parent, CRDE or Acquisition Co. of their intention to do so after the Closing; (e) the Company, the General Partner and the Limited Partner, as the case may be, shall have delivered all of the Closing deliveries set forth in Section 2.7(b) above; (f) all proceedings taken by the Company, the General Partner and the Limited Partner and all instruments executed and delivered by the Company, the General Partner and the Limited Partner on or prior to the Closing in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance to counsel for Parent, CRDE and Acquisition Co.
Sample 1

Related to Conditions to the Obligations of Parent and Acquisition Co

  • 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 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 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:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, 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 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):

  • Additional Conditions to the Obligations of the Company The obligation of the Company 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 the Company:

  • 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 to the Obligations of the Purchaser The obligations of the Purchaser to purchase any Notes will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company in Section 1 of this Agreement as of the date of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of Xxxxx Xxxxx LLP, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and Closing Date, to the effect set forth in Section 5(e); and (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

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