CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SELLERS Sample Clauses

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SELLERS. The obligation of the Company and the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or prior to the Closing Date of each of the following conditions (any of which may be waived in writing by the Company and the Sellers in their sole discretion):
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CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SELLERS. The obligations of the Company and the Sellers to consummate the Merger are subject to the satisfaction, as of the Merger Closing Date, of the following further conditions (any of which may be waived by the Company and the Sellers in whole or in part): (a) the representations and warranties of the Purchaser and Merger Subsidiary set forth in Article IV hereof shall be accurate in all material respects when made and as of the Merger Closing Date, and the Company and the Sellers shall have received a certificate to that effect signed by an executive officer of each of the Purchaser and Merger Subsidiary; (b) the Purchaser and Merger Subsidiary shall have performed, in all material respects, all obligations required by this Agreement to be performed by the Purchaser on or before the Merger Closing Date, and the Company and the Sellers shall have received a certificate to that effect signed by an executive officer of each of the Purchaser and Merger Subsidiary; (c) the Company and the Sellers shall have received a certificate of each of the Purchaser and the corporate Secretary of Merger Subsidiary, dated the Merger Closing Date, certifying as to true and accurate copies of all action taken by members of the Purchaser, or, as applicable, all corporate action taken by the board of directors of Merger Subsidiary, related to or in connection with this Agreement and the Contemplated Transactions, and the names, true signatures and incumbency of the officers of the Purchaser and Merger Subsidiary, as applicable, authorized to execute this Agreement and the other documents executed or to be executed in connection with this Agreement and the Contemplated Transactions; (d) the Company and the Sellers shall have received a recent Certificate of Good Standing of the Purchaser issued by the State of Utah, and of Merger Subsidiary issued by the Secretary of State of Delaware; (e) the Company and the Sellers shall have received an opinion of counsel to Purchaser and Merger Subsidiary, in form substantially similar to the form attached as an exhibit to the SPA, to the effect as agreed upon by the Company and the Purchaser; (f) the Postponement Deposits shall each have been made; and (g) the insurance policy described in Section 12(d) of the Purchase Agreement and purchased by the Company shall be in effect at the Merger Closing; provided, however, that no act or omission on the Company's part within the reasonable control of the Company caused the cancellation or non-renewa...
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CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SELLERS. The obligation of the Company and the Sellers to consummate the transactions contemplated hereby is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Company:
Sample 1
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SELLERS. The obligations of the Company and the Sellers under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions: 7.3.1 The representations and warranties of Purchaser contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date (except for the representations and warranties made as of a specific date which shall be true in all material respects as of such date) with the same force and effect as though made on and as of such date, and each of the representations and warranties of Purchaser that are not so qualified shall be true in all material respects. 7.3.2 Purchaser shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be so performed or complied with by Purchaser at or prior to the Closing. 7.3.3 There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order, that (a) restrains or prohibits the consummation of the Acquisition or (b) could reasonably be expected to have a Material Adverse Effect on Purchaser. 7.3.4 On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Acquisition. 7.3.5 Purchaser shall have deposited into an escrow account to be established by Purchaser’s legal counsel, the cash consideration of. 7.3.6 Purchaser shall have delivered to the Company and the Sellers a certificate, dated the Closing Date, executed by a duly authorized officer of Purchaser, certifying to the fulfillment of the conditions specified in Sections 7.3.1, 7.3.2, and 7.3.3. 7.3.7 Purchaser shall have delivered to the Company a certificate, dated on the Closing Date, executed by the Secretary of Purchaser, certifying as to (i) Purchaser’s Governing Documents, (ii) resolutions with respect to the Acquisition adopted by Purchaser’s board of directors and the majority of votes of shareholders in order to bind the shareholders attached thereto, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. 7.3.8 All documents to be delivered by Purchaser to the Company at the Closing shall be satisfactory in form and substance to the Company. 7.3.9 All ...
Sample 1
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SELLERS. The obligations of the Sellers to consummate the Contemplated Transactions are subject to the satisfaction of the following further conditions: (a) the Purchaser shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date and (b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all respects as of the date hereof and at and as of the Closing Date as though made at and as of the Closing Date (or, to the extent expressly made as of an earlier date, as of such date).
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CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SELLERS. The obligations of the Company and Sellers to consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction or waiver (to the extent permissible under applicable Law) in writing by the Joint Holder Representatives of each of the following additional conditions: (a) Each of the representations and warranties of Buyer contained in Article V (other than the representations and warranties contained in the first sentence of Sections 5.1 and 5.2), disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct as of the date hereof and as of the Closing Date, as if made anew at and as of that date (except with respect to representations and warranties which are expressly made as of an earlier date, which representations and warranties shall be true and correct at and as of such date), except for any inaccuracy or omission that has not had, and would not reasonably be expected to have, a Material Adverse Effect on Buyer. Each of the representations and warranties contained in the first sentence of Section 5.1 and Section 5.2, shall be true and correct as of the date hereof and as of the Closing Date, as if made anew at and as of that date (except with respect to representations and warranties which are expressly made as of an earlier date, which representations and warranties shall be true and correct at and as of such date), except where any failure of such representations and warranties to be so true and correct is, individually or in the aggregate, de minimis. (b) Buyer shall have performed in all material respects all covenants and obligations required to be performed by it under this Agreement at or prior to the Closing. (c) Buyer shall have delivered to the Company the certificate contemplated by Section 2.3(b)(ii).
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Related to CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SELLERS

  • 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:

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller 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 Seller:

  • 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 Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following 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 Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing:

  • Conditions of the Obligations of the Initial Purchasers The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

  • Conditions to the Obligations of Sellers The obligation of Sellers to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing 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.

  • Conditions to the Seller’s Obligations At the Closing, the Buyer shall deliver: (i) certified copies of the resolutions duly adopted by the Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby; (ii) a certificate of an authorized officer of the Buyer in the form set forth in Exhibit E, dated as of the Closing, stating that: (i) all of the representations and warranties set forth in Article VI that are qualified as to materiality or words of similar import are true and correct in all respects, and those not so qualified are true and correct in all material respects, in each case as of the Closing (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), and (ii) to the Buyer’s knowledge, no action or proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or would reasonably be expected to cause such transactions to be rescinded; (iii) the Estimated Purchase Price as contemplated in Section 1.02 above; and (iv) such other documents reasonably requested by the Representative for the consummation of the transactions contemplated hereby.

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