Conditions to the Share Purchase Sample Clauses

Conditions to the Share Purchase. 81 7.1 Conditions to Obligations of Each Party to Effect the Share Purchase 81 7.2 Additional Conditions to Obligations of the Sellers 81 7.3 Additional Conditions to the Obligations of Parent and Acquirer 82 ARTICLE VIII TERMINATION 83 8.1 Termination 83 8.2 Effect of Termination 85 8.3 Termination for Material Breach 85 ARTICLE IX ESCROW FUND AND INDEMNIFICATION 86 9.1 Escrow Fund 86 9.2 Indemnification 86 9.3 Damages Threshold; Other Limitations 89 9.4 Period for Claims 91 9.5 Claims 91 9.6 Resolution of Objections to Claims 92 9.7 Third-Party Claims 93 9.8 Treatment of Indemnification Payments 94 ARTICLE X GENERAL PROVISIONS 94 10.1 Survival of Representations, Warranties and Covenants 94 10.2 Notices 95 10.3 Interpretation 97 10.4 Amendment 98 10.5 Extension; Waiver 98 10.6 Counterparts 99
Sample 1Sample 2
AutoNDA by SimpleDocs
Conditions to the Share Purchase. 6.1 Conditions to Obligations of Each Party. The respective obligations of the Company and Purchaser to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
Sample 1
Conditions to the Share Purchase. 23 Section 6.01. Conditions to Obligations of Each Party...................................................23 Section 6.02. Conditions to the Obligations of Buyer....................................................23 Section 6.03. Conditions to the Obligations of the Sellers..............................................25 ARTICLE 7 TERMINATION...................................................................................................25 Section 7.01. Termination...............................................................................25 Section 7.02. Effect of Termination.....................................................................27 ARTICLE 8 MISCELLANEOUS.................................................................................................27 Section 8.01. Notices...................................................................................27 Section 8.02. Non-Survival of Representations and Warranties............................................28
Sample 1
Conditions to the Share Purchase. 32 7.1 Conditions to Obligations of Each Party to Effect the Share Purchase 32 7.2 Additional Conditions to Obligations of the Company and the Company Shareholder 33 7.3 Additional Conditions to the Obligations of Purchaser 33 ARTICLE 8 TERMINATION, AMENDMENT AND WAIVER 35 8.1 Termination 35 8.2 Effect of Termination 35 8.3 Amendment 36 8.4 Extension; Waiver 36 ARTICLE 9 INDEMNIFICATION 36 9.1 [RESERVED] 36 9.2 Indemnification 36 9.3 Indemnifiable Damage Threshold; Other Limitations 37 9.4 Period for Claims 38 9.5 Claims 38 9.6 Resolution of Objections to Claims 39 9.7 Third-Party Claims 39 9.8 Indemnification by Purchaser 40 9.9 Treatment of Indemnification Payments 40 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 9.10 Set-Off Rights 40 9.11 Tail D&O Insurance 41 ARTICLE 10 GENERAL PROVISIONS 41 10.1 Release and Waiver 41 10.2 Notices 41 10.3 Interpretation 44 10.4 Counterparts 44 10.5 Entire Agreement; Nonassignability; Parties in Interest 44 10.6 Assignment 44 10.7 Severability 45 10.8 Remedies Cumulative 45 10.9 Governing Law; Submission to Jurisdiction 45 10.10 Rules of Construction 45 10.11 Parent’s and Purchaser’s Due Diligence Investigation 45 10.12 WAIVER OF JURY TRIAL 46 10.13 Waiver of Conflicts Regarding Representation 46 EXHIBITS Exhibit A - Definitions Exhibit B - Form of Company Legal Opinion *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of , 201[5] (the “Agreement Date”), by and among Hyperion Therapeutics, Inc., a Delaware corporation (“Parent”), Hyperion Therapeutics Israel Holding Corp. Ltd. an Israeli company and a wholly-owned subsidiary of Parent (“Company Shareholder”), Clal Biotechnology Industries Ltd. (the “Purchaser”), and Andromeda Biotech Ltd., an Israeli company (the “Company”).
Sample 1
Conditions to the Share Purchase. 55 7.1 Conditions to Obligations of Each Party to Effect the Share Purchase 55 7.2 Additional Conditions to Obligations of the Company and the Company Shareholder 55 7.3 Additional Conditions to the Obligations of Purchaser 56 ARTICLE 8 TERMINATION, AMENDMENT AND WAIVER 57 8.1 Termination 57 8.2 Effect of Termination 58 8.3 Amendment 58 8.4 Extension; Waiver 58
Sample 1
Conditions to the Share Purchase. 49 6.1 Conditions to Obligations of Each Party to Effect the Share Purchase....................................................... 49 6.2 Conditions to the Obligations of Buyer......................... 49
Sample 1
Conditions to the Share Purchase 
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs

Related to Conditions to the Share Purchase

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

  • Conditions to The Purchaser’s Obligation to Purchase The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion:

  • Conditions to The Buyer’s Obligation to Purchase The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

  • Conditions to the Obligation of the Company to Consummate the Closing The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent:

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Second Closing The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.

Time is Money Join Law Insider Premium to draft better contracts faster.