Conditions to the Obligations of the Sellers and the Company. The obligations of the Sellers and the Company to consummate the Closing and effect the Merger and the Stock Purchase are subject to the satisfaction or waiver of the following conditions on or before the Closing Date:
(a) each of the representations and warranties set forth in Section 7.1, Section 7.2, Section 7.9 and Section 7.10 shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date with the same effect as though made as of the Closing Date (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date), except for the representations set forth in Section 7.9, which shall be true and correct in all respects except for de minimis inaccuracies. Each of the representations and warranties set forth in Section 7.12 shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date with the same effect as though made as of the Closing Date (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date). Other than the representations and warranties listed in the two immediately preceding sentences, each of the representations and warranties set forth in Article 7 (without giving effect to any materiality, Purchaser Material Adverse Effect or similar qualifications) shall be true and correct at and as of the date hereof and at and as of the Closing Date as though made as of the Closing Date (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a Purchaser Material Adverse Effect;
(b) Purchaser shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing;
(c) no law or order shall have been enacted or entered by any Governmental Authority that restrains, enjoins, prohibits or otherwise prevents the consummation of the Stock Purchase or the Merger;
(d) any applicable waiting period under the HSR Act shall have expired or been terminated;
(e) Purchaser shall have delivered all other items required to be delivered by Purchaser at the Closing as specified in Section 2.3(b);
(f) there shall not ha...
Conditions to the Obligations of the Sellers and the Company. The obligations of the Sellers and the Company to consummate the Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any one or more of which may be waived by the Sellers:
Conditions to the Obligations of the Sellers and the Company. The obligations of the Sellers and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing:
Conditions to the Obligations of the Sellers and the Company. The obligations of the Sellers and the Company hereunder are subject to the following conditions:
a. The Sellers or the Company shall not have discovered any material error or misstatement in any of the representations or warranties made by the Purchaser herein and all the terms and conditions of the Agreement to be performed and complied with by the Purchaser herein to the Closing Date have been performed and complied with on or prior to the Closing Date.
b. The Purchaser is in material compliance with all covenants set forth herein.
c. As of the Closing date, the Purchaser shall have received all corporate, regulatory and other third party approvals and authorizations necessary to consummate the transactions contemplated herein.
Conditions to the Obligations of the Sellers and the Company. The obligations of the Sellers and the Company to consummate the transactions contemplated hereby are subject to the satisfaction on the Initial Closing Date of the following conditions, compliance with which, or the occurrence of which, may be jointly waived in writing prior to the Initial Closing Date by the Sellers and the Company in their sole discretion:
(a) The execution and delivery of those certain Stock Purchase Agreements dated as of the date hereof, between Xxxxxxx Fund I and Management.
(b) Evidence in a form reasonably satisfactory to the Seller that a reserve has been established under the Amended and Restated Loan Agreement between the Company and Keltic Financial Partners, LP, dated April 18, 2006, in the amount of $1,307,550 (the “Loan Reserve”), which Loan Reserve may be used only to make payment to those shareholders who tender shares in the Company’s Tender Offer and/or, to the extent the shareholders do not tender their shares in the Tender Offer, to make payment to Sellers for the purchase by the Company of the Additional Shares in accordance with Section 4.1 above.
