Conditions to the Obligations of Parent and the Merger Subs. The obligations of Parent and the Merger Subs to consummate the Mergers are subject to the satisfaction (or written waiver by Parent, if permissible under Applicable Law), at or prior to the Closing Date, of each of the following further conditions:
Conditions to the Obligations of Parent and the Merger Subs. The obligations of Parent and the Merger Subs to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment prior to or at Closing of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent and the Merger Subs to the extent permitted by applicable Law:
Conditions to the Obligations of Parent and the Merger Subs. The obligations of Parent and the Merger Subs to consummate the Merger are subject to the satisfaction (or waiver by Parent and the Merger Subs) of the following further conditions:
(a) (i) the representations and warranties of the Company set forth in Section 4.2(a) shall be true and accurate (except for any de minimis inaccuracies) both when made and as of the Closing Date as if made at and as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which representations and warranties need only be true and accurate as of such date or with respect to such period), (ii) the representations and warranties of the Company set forth in Sections 4.3, 4.7 and 4.21 shall be true and accurate both when made and as of the Closing Date as if made at and as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which representations and warranties need only be true and accurate as of such date or with respect to such period) and (iii) all other representations and warranties of the Company set forth in this agreement shall be true and accurate in all respects (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) both when made and as of the Closing Date as if made at and as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which representations and warranties need only be true and accurate as of such date or with respect to such period) except where the failure of such representations and warranties to be so true and accurate would not, individually or in the aggregate with all other failures of such representations and warranties to be true or correct, have a Company Material Adverse Effect;
(b) the Company shall have performed or complied in all material respects with its obligations and covenants hereunder required to be performed or complied with by it at or prior to the Closing;
(c) Parent shall have received a certificate signed by an executive officer of the Company, dated as of the Closing Date, to the effect that, to the knowledge of such officer, the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied;
(d) since the date of this Agreement, no fact(...
Conditions to the Obligations of Parent and the Merger Subs. The obligation of Parent and the Merger Subs to consummate the Mergers is subject to the satisfaction of the following further conditions:
(i) The Companies and each Company Shareholder shall have performed in all material respects all of its obligations hereunder required to be performed on or prior to the Closing Date, (ii) the representations and warranties of each Company Shareholder contained in this Agreement, in each Ancillary Agreement and in any certificate or other writing delivered by the Companies or a Company Shareholder pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true at and as of the Closing Date, as if made at and as of such date, with only such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect and (iii) Parent shall have received a certificate signed by the President or Treasurer of the each Company and each Company Shareholder to the foregoing effect.
(b) No court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining the effective operation by Parent of the business of the Companies and the Subsidiaries after the Closing Date.
(c) Parent shall have received an opinion of Xxxxxx'x Counsel, dated the Closing Date, in form and substance reasonably satisfactory to Parent and Parent's Counsel.
(d) The Companies shall have received and provided copies to Parent of all consents, authorizations or approvals from the Governmental Authorities referred to in Section 4.03(a), in each case in form and substance reasonably satisfactory to the Parent, and no such consent, authorization or approval shall have been revoked.
(e) The Parent shall have received all other closing documents specified in this Agreement and all other closing documents that it may reasonably request, all in form and substance reasonably satisfactory to the Parent.
(f) All employees of the Companies shall have executed and delivered a Non-Disclosure Agreement substantially in form of Exhibit 7 hereto.
(g) Xxxxxxx shall have executed and delivered a Non-Competition Agreement substantially in form of Exhibit 8 hereto.
(h) None of the Persons listed on Schedule 10.02 attached hereto shall have announced an intention to cease employment with the Company.
(i) Based on the written opinion of Deloitte & Touche, the Parent shall have no basis for bel...
