Conditions to the Obligations of Parent and Purchaser Sample Clauses

Conditions to the Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to consummate the Merger are subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time of the following additional conditions:

Conditions to the Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to consummate the Merger are subject to the satisfaction of the following further condition: that 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.

Conditions to the Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to consummate the Contemplated Transactions are subject to the satisfaction of the following further conditions (any of which may be waived in whole or part by Parent or Purchaser in their sole discretion by giving written notice to the Company in compliance with Section 9.1 hereof): (a) Seller and the Company shall have performed all of their obligations hereunder required to be performed by them at or prior to the Closing, and Parent and Purchaser shall have received a certificate, dated as of the date of the Closing, signed by an executive officer of Seller to the foregoing effect; (b) each of the representations and warranties of Seller and the Company contained in this Agreement shall have been true and correct in all material respects [*] and Parent and Purchaser shall have received a certificate, dated as of the date of the Closing, signed by an executive officer of Seller certifying to the foregoing effect; (c) each of Xxx Xxxxx and Xxxx Xxxxxxx, and no fewer than four of the following persons: Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx and Xxxx Bonacorrsi, shall have executed and delivered to the Escrow Agent, on behalf of Parent and Purchaser, employment agreements with Parent in the forms attached hereto as Exhibit B (the “Employment Agreements”), which agreements shall become effective upon the Closing; (d) each of Xxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxx Xxxxxxx shall have executed and delivered to the Escrow Agent, on behalf of Parent and Purchaser, non-competition agreements with Parent in the form attached hereto as Exhibit C (the “Non-Competition Agreements”), which agreements shall become effective upon the Closing; (e) Seller shall have executed and delivered to the Escrow Agent, on behalf of Parent and Purchaser, a transition services agreement with Purchaser in the form attached hereto as Exhibit D (the “Transition Services Agreement”); (f) the Company and Seller shall have executed and delivered to the Escrow Agent, on behalf of Parent and Purchaser, a sublease agreement in the form attached hereto as Exhibit E (the “Sublease Agreement”); (g) Seller shall deliver to the Escrow Agent, on behalf of Parent and Purchaser, evidence of the amendment, and the valid consent and approval thereto, of the Long-Term Incentive Compensation Plan of the Company relating to the delivery of the $500,000 of the proceeds from such plan to be held in escrow pursuant to the terms of the Escrow Agreem...

Conditions to the Obligations of Parent and Purchaser. The obligation of Parent and Purchaser to effect the Merger and to perform their other obligations to be performed at or subsequent to the Closing shall be subject to the fulfillment at or prior to the Closing of the following additional conditions, any one or more of which may be waived by Parent or Purchaser:

Conditions to the Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to consummate the Merger are further subject to the satisfaction of the condition that 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, except for any action or inaction after the Measurement Date that would constitute a breach hereunder that is approved by a majority of Parent's designees to the Company's Board of Directors or is otherwise expressly consented to by Parent in writing.

Conditions to the Obligations of Parent and Purchaser. The obligation of Parent and Purchaser to effect the Closing is subject to the satisfaction (or waiver) on or prior to the Closing of the following conditions:

Conditions to the Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to consummate the Merger are subject to the satisfaction or waiver by Parent of the following further conditions: (a) The representations and warranties of the Company (i) set forth in Section 3.8(b) shall be true and correct in all respects as of the Effective Time as if made on and as of the Effective Time, (ii) set forth in Section 3.2 and Section 3.22, without giving effect to any materiality or “Material Adverse Effect” qualifications therein, shall be true and correct in all material respects at and as of the Effective Time with the same effect as though made as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), and (iii) set forth in this Article III other than those Sections specifically identified in clause (i) or (ii) of this Section 7.2(a) (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) be true and correct in all respects as of the Effective Time with the same effect as though made as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Company Material Adverse Effect. Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect. Solely for the purposes of clause (ii) above, if one or more inaccuracies in the representations and warranties as of the date hereof set forth in Section 3.2 would increase the aggregate Merger Consideration required to be paid by Parent or Purchaser to effectuate the Merger or cause the Company’s Indebtedness amount disclosed as of the date hereof and provided under Section 3.2(e) to be incorrect, by an aggregate amount of $250,000 or more, such inaccuracy or inaccuracies will be considered material for purposes of clause (ii) of this Section 7.2(a); (b) no Company Material Adverse Effect shall have occurred or existed following the execution and delivery of the Agreement that is continuing as of the Effective Time; 31344360_15 (c) (i) the Company shall have performed, in all material respects, all agreements or covenants required to be performed or complied with by it under the Agreem...

Conditions to the Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to effect the Merger are subject to the following conditions: 5.1 NO INJUNCTION OR OTHER LEGAL PROHIBITION. There shall not be any injunction, or action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any United States or Canadian federal or state or provincial government or governmental agency or instrumentality or court, which would make the consummation of the Merger illegal.

Conditions to the Obligations of Parent and Purchaser. The respective obligations of Parent and Purchaser to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) The representations and warranties of the Company set forth herein shall be true and correct in all material respects, in each case as if such representations and warranties were made at the Effective Time; and (b) The Company shall have performed in all material respects all obligations and complied in all material respects with all agreements and covenants of the Company to be performed or complied with by it under this Agreement at or prior to the Effective Time.

Conditions to the Obligations of Parent and Purchaser