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

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS. The obligations of the Company and the Shareholders to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived in whole or in part in writing by the Company and the Shareholders:

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS. The obligations of the Company and the Shareholders 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 the Company and the Shareholders:

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS. The respective obligations of the Company and the Shareholders to consummate the Contemplated Transactions are subject to the fulfillment at or prior to the Closing of each of the following additional conditions, any or all of which may be waived in writing in whole or in part by the Company and the Shareholders’ Agent to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub contained herein qualified as to materiality or Parent Material Adverse Effect shall be true and correct in all respects and those not so qualified shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though such representations and warranties were made at and as of such date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date). (b) Each of Parent and Merger Sub shall have performed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Since the date of this Agreement, there shall not have been any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect. (d) Parent and Merger Sub shall have delivered to the Shareholders’ Agent a certificate, dated the Closing Date, signed by an executive officer of each of Parent and Merger Sub, certifying as to the fulfillment of the conditions specified in Section 8.3(a), Section 8.3(b) and Section 8.3(c). (e) All of the Parent Consents shall have been obtained. (f) All proceedings of Parent and Merger Sub that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance to the Company and its counsel, and the Company and its counsel shall have received such evidence of any such proceedings, good standing certificates (if applicable), organizational and governing documents, certified if requested, as may be reasonably requested and is customary in transactions such as this one.

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS. The obligations of the Company and the Shareholders to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company or the Shareholders, as the case may be, of the following further conditions: (a) Each of Merger Sub, Parent and Saw Mill 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; each of the representations and warranties of Merger Sub, Parent and Saw Mill contained in this Agreement (i) that are qualified by materiality shall be true and correct and (ii) that are not qualified by materiality, shall be true and correct in all material respects, in each case, as of date hereof and as of the Closing Date as if made at and as of such time; and the Company and Shareholders shall have received a certificate signed by an executive officer of Merger Sub, an executive officer of Parent and an authorized person of Saw Mill as to compliance with the conditions set forth in this Section 8.03(a).

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS. The obligations of the Company and the Shareholders shall be subject to the following conditions, any or all of which may be waived in writing by the Shareholders:

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS. The obligations of the Company and the Shareholders to consummate the Merger

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS. The obligations of DCI and its shareholders 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 the Company:

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS. The obligation of the Company and the Shareholders to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Closing Date of the following additional conditions: (a) Each of the representations and warranties of Noble contained in this Agreement shall have been true on the date hereof and shall be true in all material respects on the Closing Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); Noble and, as applicable, Xxxxxx X. Xxxxxxxxxxx, shall have performed, in all material respects, each of their respective covenants and agreements contained in this Agreement; and the Company shall have received certificates signed by the Chief Executive Officer of Noble, dated the Closing Date, to the foregoing effect. (b) Noble shall not have experienced any event, change or occurrence that has had a material adverse effect upon the financial condition of Noble and its subsidiaries taken as a whole. (c) Noble shall have, prior to the Closing Date, completed its firm commitment underwritten initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Noble's common stock at an aggregate offering price to the public of not less than $10,000,000, with Prime Charter, Ltd., (the "IPO") and shall have received the proceeds from such IPO. (d) The Non-Compete Agreements, in the forms attached hereto as Exhibits D, E and F shall have been executed by Noble and each of the other parties thereto.

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS. The obligation of the Company and the Shareholders to consummate the Merger are subject to the satisfaction (or written waiver by the Company and the Representative Shareholder) of the following further conditions precedent on the Closing Date: (a) tender by QFC and Newco of the payment and the documents required to be delivered by them pursuant to Section 3.1; (b) QFC and Newco shall have performed in all material respects all of their respective obligations hereunder required to be performed on or before the Closing Date; (c) the representations and warranties of QFC and Newco contained in this Agreement and in any certificate or other writing delivered by QFC pursuant hereto shall be true in all material respects; (d) receipt by the Company and the Representative Shareholder of a certificate of an officer of QFC as to the satisfaction of the conditions set forth in clauses (b) and (c) above; (e) receipt by the Company and the Representative Shareholder of an opinion, addressed to the Shareholders, of Xxxxx & Gates P.L.L.C., counsel for QFC, in substantially the form of EXHIBIT F; and (f) receipt by the Company of all documents it may reasonably request relating to the existence, good standing and status of QFC and Newco and the authority of the Persons executing this Agreement and other documents on behalf of QFC and Newco.

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS. The obligations of the Company and the Shareholders to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company or the Shareholders, as the case may be, of the following further conditions: (a) (i) Merger Sub and Parent shall have performed in all material respects all of their respective obligations hereunder required to be performed by them at or prior to the Effective Time; (ii) each of the representations and warranties of Merger Sub and Parent contained in this Agreement shall be true and correct in all material respects, in each case as of the Closing Date as if made at and as of such time; and (iii) the Company and Shareholders shall have received a certificate signed by an executive officer of Merger Sub and by an executive officer of Parent as to compliance with the conditions set forth in this paragraph 8.03(a); and (b) Parent shall have made the Capital Contribution in exchange for common stock of Merger Sub.