Conditions to the Obligations of Target. The obligation of Target to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) Parent must have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of Parent contained in this Agreement, to the extent qualified with respect to materiality must be true and correct in all respects, and to the extent not so qualified must be true and correct in all material respects, in each case as of the date hereof and at and as of the Effective Time as if made at and as of such time, except as expressly contemplated by the Parent Disclosure Letter or this Agreement and except that the accuracy of representations and warranties that by their terms speak as of the date hereof or some other date shall be determined as of such date, and Target must have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent as to the satisfaction of this condition.
(b) From the date hereof through the Effective Time, there must not have occurred any change in the financial condition, business, operations or prospects of Parent that would constitute a Parent Material Adverse Effect.
(c) Parent must have delivered to its counsel, Target and Target’s counsel a certificate signed on behalf of Parent by a duly authorized officer of Parent certifying representations substantially in the form set forth in the Parent Tax Certificate attached as Exhibit 8.3(c) (the “Parent Tax Certificate”).
(d) Target must have received an opinion from Vxxxxx & Exxxxx L.L.P. prior to the effectiveness of the Registration Statement and also as of the Effective Time to the effect that (i) the Merger constitutes a reorganization under Section 368(a) of the Code, (ii) Target and Parent shall each be a party to that reorganization, (iii) no gain or loss shall be recognized by a Target stockholder who exchanges Target Common Shares solely for Parent Common Shares except for any gain or loss recognized with respect to any cash received in lieu of fractional share interests, (iv) with respect to a Target shareholder who exchanges Target Common Shares for Parent Common Shares and cash, gain realized (if any), but not loss, will be recognized on the exchange, but only to the extent such gain does not exceed the amount of cash received (excluding any cash received in lieu of fractional Parent Common Shares...
Conditions to the Obligations of Target. The obligations of TARGET to effect the Merger shall be 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 TARGET:
Conditions to the Obligations of Target. The obligations of Target to consummate the Merger are subject to the satisfaction on or prior to the Effective Time of the following conditions, subject, to the extent permitted by applicable law, that such conditions maybe waived by Target:
Conditions to the Obligations of Target. The obligations of Target to effect the Merger shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by Target:
Conditions to the Obligations of Target. Notwithstanding any other provision of this Agreement to the contrary, the obligations of Target to effect the transactions contemplated herein will be subject to the satisfaction at or prior to the Closing, or waiver by Target of each of the following conditions:
Conditions to the Obligations of Target. The obligations of Target to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions:
(a) Representations and Warranties; Performance of Obligations. Each of the obligations of Acquiror required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of Acquiror contained in this Agreement shall be true and correct in all material respects, subject to Section 2.1, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date), and Target shall have received a certificate to the foregoing effect signed by the chief executive officer and the chief financial or principal accounting officer of Acquiror.
Conditions to the Obligations of Target. Target's obligation to consummate the Merger and to take the other actions required to be taken by the Target at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Target, in whole or in part):
Conditions to the Obligations of Target. The ---------------------------------------------- obligations of Target to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions:
Conditions to the Obligations of Target. Contakt, and the Vendors The obligations of Target, Contakt and the Vendors to complete the sale of the Purchased Shares in exchange for the Exchanged Tracker Shares and the Exchanged Tracker Compressed Shares, and if applicable, the Purchased Warrants in exchanged for the Exchanged Warrants, as contemplated herein, are subject to the fulfillment of the following conditions precedent on or prior to the Time of Closing, unless waived in writing by Contakt and the Vendors:
(a) all necessary approvals to give effect to the Transaction, including, but not limited to, governmental, regulatory, court and third-party consents, waivers, and approvals will have been received including the Listing Conditional Approval;
(b) due diligence by Target and Contakt, its legal counsel, and representatives, on the business, Assets, financial condition, and corporate records of Tracker will have been completed to the satisfaction of Target and Contakt;
(c) no Material Adverse Change will have occurred in the business, results of operations, assets, liabilities, financial condition, or affairs of Tracker, between the date of this Agreement and the Closing Date;
(d) the representations and warranties of Tracker in this Agreement will be true and correct in all material respects, as of the dates of such documents and as of the Closing Date;
(e) Tracker will have executed, delivered and performed all agreements and documents on its part to be performed hereunder;
(f) there will be no legal proceedings or regulatory actions or proceedings against Tracker at the Closing Date which would or likely will, if determined against the interest of Tracker, have a Material Adverse Effect on Tracker;
(g) Tracker will have created the Tracker Compressed Shares;
(h) there will be available exemptions from the prospectus and registration requirements under Canadian and US securities laws to give effect to the Transaction;
(i) Tracker will have obtained all necessary corporate and shareholder approvals in order to complete the Transaction;
(j) Contakt and the Vendors will have received guidance from US tax advisors with respect to the following matters:
(i) that Contakt’s “check-the-box” election to be treated as a corporation for US income tax purposes (“CTB Election”) should be treated as a deemed tax-free contribution under US Internal Revenue Code Section 351;
(ii) that the patent assignment described in the First Amended and Restated Intellectual Property Assignment Agreement between Xxxx...
Conditions to the Obligations of Target. The obligations of Target to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) Buyer and BuyerSub each shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the time of the filing of the Certificate of Merger.
(b) The representations and warranties of Buyer and BuyerSub contained in Article 4 of this Agreement (which for these purposes shall exclude all qualifications or exceptions relating to "materiality" and/or Buyer Material Adverse Effect) shall be true and correct, in each case (i) as of the date referred to in any representation or warranty which addresses matters as of a particular date or (ii) as to all other representations and warranties, as of the date of this Agreement and as of the time of filing the Certificate of Merger, subject to exceptions the aggregate effect of which shall not have had or be reasonably likely to have a Buyer Material Adverse Effect.
(c) Target shall have received a certificate of Buyer signed by the Chief Executive Officer, President, Chief Financial Officer or Senior Vice President of Buyer to the foregoing effect.
(d) Buyer and BuyerSub shall have delivered such other documents and instruments as Target may reasonably request.
