CONDITIONS TO THE OBLIGATIONS OF XXXXXXX Sample Clauses

CONDITIONS TO THE OBLIGATIONS OF XXXXXXX. The obligation of Xxxxxxx to consummate the Merger is subject to the fulfillment of each of the following conditions, unless waived as hereinafter provided for:
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CONDITIONS TO THE OBLIGATIONS OF XXXXXXX. The obligations of Xxxxxxx to effect the transactions contemplated herein shall be subject to the fulfillment satisfaction or waiver, on or before the Closing Date, of each of the following conditions:
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CONDITIONS TO THE OBLIGATIONS OF XXXXXXX. Notwithstanding any other provision of this Agreement, the obligations of Xxxxxxx to effect the Merger and the other transactions contemplated hereby are subject to the fulfillment (unless expressly waived in writing by Xxxxxxx, in its sole discretion, except as otherwise required by Law) at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Nine contained in Article IV hereof shall be true and correct in all respects (determined without reference to any qualifier of any representation or warranty with respect to “materiality,” “Material Adverse Effect” or other similar concepts) as of the Closing Date with the same effect as if made thereon (except for representations and warranties as of a specified date which shall remain true and correct as of such date), except for breaches or inaccuracies which, individually or in the aggregate, would not have or would not reasonably be likely to have a Material Adverse Effect on Nine; provided, however, such Material Adverse Effect exception shall not apply with respect to the representations and warranties contained in Section 4.3 or Section 4.4, which shall be true and correct in all respects; (b) The agreements and covenants of Nine contained in this Agreement which are to be complied with or performed on or before the Closing Date shall have been performed or complied with in all material respects; (c) No event, condition, development or circumstance shall have occurred since the date of this Agreement which, individually or in the aggregate, has had or would reasonably be likely to have a Material Adverse Effect on Nine; (d) Xxxxxxx shall have received the consents set forth on Section 6.2 of the Disclosure Letter; and (e) The Board of Nine shall have approved, and Nine shall have executed and delivered, the Amended and Restated Stockholders Agreement.
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CONDITIONS TO THE OBLIGATIONS OF XXXXXXX. The obligations of Xxxxxxx to consummate the Xxxxxxx Mergers are subject to the satisfaction of the following further conditions: (a) Cardiac 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; (b) the representations and warranties of Cardiac contained in this Agreement (without giving effect to any materiality, Material Adverse Effect or similar qualifications included therein) shall have been true and correct when made and at and as of the Effective Time as if made at and as of such time (except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case it shall be true and correct as of such date), except for such inaccuracies as would not be reasonably likely, individually or in the aggregate, to have a Cardiac Material Adverse Effect; (c) Xxxxxxx shall have received certificates signed by the Chief Executive Officer or Chief Financial Officer of Cardiac to the foregoing effect; (d) between the date hereof and the Closing, there shall have occurred no event or circumstance having a Cardiac Material Adverse Effect; and (e) Xxxxxxx shall have received the opinion of Xxxxxxx Coie LLP, counsel to Xxxxxxx, to the effect that, for federal income tax purposes, the Xxxxxxx Mergers will qualify as a reorganization within the meaning of Section 368(a) of the Code or as part of an exchange under Section 351 of the Code (it being agreed that the parties shall each provide reasonable cooperation including making reasonable representations to Xxxxxxx Coie LLP to enable it to render such opinion).
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CONDITIONS TO THE OBLIGATIONS OF XXXXXXX. The obligations of Xxxxxxx to close are subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions: (a) Each of the representations of the Company contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct in all material respects at and as of the Closing Date with the same effect as if made at and as of the Closing Date (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date) and, at the Closing, the Company shall have delivered to Xxxxxxx a certificate to that effect; (b) Each of the covenants and obligations of the Company to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Closing Date and, at the Closing, the Company shall have delivered to Xxxxxxx a certificate to that effect; and (c) Xxxxxxx shall have received the opinion of legal counsel to the Company as to the matters set forth in Exhibit B.
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CONDITIONS TO THE OBLIGATIONS OF XXXXXXX. The obligations of Xxxxxxx to effect the Transactions between the Company and Xxxxxxx are further subject to the satisfaction or (to the extent permitted by Law) waiver by Xxxxxxx on or prior to the Xxxxxxx Closing of each of the following conditions: (a) the Company shall have delivered to Xxxxxxx the Governance Agreement duly executed by the Company and HYAC; (b) the Board, and any committees thereof, shall be comprised of the individuals determined pursuant to, and be consistent in all respects with the requirements of, Section 5.07(b) immediately after the Xxxxxxx Closing; (c) the Company shall have duly executed and delivered to each New Xxxxxxx Designee a D&O Indemnification Agreement; (d) the Company shall have paid or reimbursed Xxxxxxx and its Affiliates for the amounts required to be paid and/or reimbursed pursuant to Section 5.06 substantially concurrently with the Xxxxxxx Closing; and (e) the First Lien Credit Agreement Amendment and the Second Lien Credit Agreement Amendment shall remain in full force and effect and shall not have been repudiated, rescinded, modified or terminated by the parties thereto.
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CONDITIONS TO THE OBLIGATIONS OF XXXXXXX. AND THE SELLING SHAREHOLDERS ---------------------------- The obligations of Xxxxxxx and the Selling Shareholders to consummate the transactions contemplated hereby are subject, in the discretion of Xxxxxxx and the Selling Shareholders, to the satisfaction, at or prior to the Closing Date, of each of the
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CONDITIONS TO THE OBLIGATIONS OF XXXXXXX. Xxxxxxx'x obligations to effect the exchange shall be subject to the satisfaction (or waiver by Suncoast) of the following conditions prior to or at the Closing: (a) The representations and warranties made by Xxxxxxx in this Agreement shall be true in all material respects at the Closing with the same effect as though such representations and warranties had been made or given on and as of the Effective Date; (b) Suncoast shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing under this Agreement; (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and (d) All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, the approval by the Board of Directors of Xxxxxxx shall have been obtained. (e) Xxxxxxx shall have received all executed documents required to be received from Suncoast on or prior to the Closing; all in form and substance reasonably satisfactory to Xxxxxxx.
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CONDITIONS TO THE OBLIGATIONS OF XXXXXXX. The obligations of Xxxxxxx to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which (except for the conditions set forth in Sections 5.02(b) and (c)) may be waived by Xxxxxxx: (a) The representations and warranties of Buyer and Buyer Subsidiary contained in Section 3.02 of this Agreement shall be true and correct in all material respects on the Closing Date with the same effect as if such representations and warranties had been made on the Closing Date; Buyer and Buyer Subsidiary each shall have performed and complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by them on or prior to the Closing Date; and Xxxxxxx shall have received a certificate signed by an executive officer of Buyer to the effects set forth in this Section 5.02(a). (b) The amendment to the Articles of Incorporation of Xxxxxxx set forth in Exhibit D shall have been adopted at the meeting of the shareholders of Xxxxxxx referred to in Section 4.02 by the vote required by the MBCA and Xxxxxxx'x Articles of Incorporation, and a Certificate of Amendment to the Articles of Incorporation of Xxxxxxx containing such amendment shall have been duly executed, filed with the Minnesota Secretary of State and effective prior to the vote of the shareholders of Xxxxxxx at such meeting on the Plan of Merger. (c) The Plan of Merger shall have been approved at the meeting of shareholders of Xxxxxxx referred to in Section 4.02 by the vote required by the MBCA and Xxxxxxx'x Articles of Incorporation and arrangements reasonably satisfactory to Xxxxxxx shall have been made for Articles of Merger to be filed with the Minnesota Secretary of State on the Closing Date immediately following the Closing. (d) All corporate action on the part of Buyer, and Buyer Subsidiary necessary to authorize the execution, delivery and consummation of this Agreement or any agreement or instrument contemplated hereby to which Buyer or Buyer Subsidiary is or is to be a party or the transactions contemplated hereby or thereby shall have been duly and validly taken. (e) There shall not be pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree (except those in which Armour, its shareholders or Xxxxx...
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Related to CONDITIONS TO THE OBLIGATIONS OF XXXXXXX

  • CONDITIONS TO THE OBLIGATIONS OF EACH PARTY TO CONSUMMATE THE MERGER. The obligations of the parties hereto to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuance.

  • 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 Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to the Obligations of Buyer The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.

  • Conditions to the Obligations of Seller The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

  • Conditions to the Obligations of Each Party The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions:

  • 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 the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Conditions to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

  • 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:

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