Conditions to Transaction. The obligation of the Purchaser to make the Loan, and the obligations of the Company to issue the Note and Warrant, shall be subject to each of the following conditions having been fulfilled on or before such date:
Conditions to Transaction. The parties intend to be bound by this Letter of Intent subject to the execution and delivery of the Merger Agreement which, if successfully negotiated, would provide that the Transaction will be subject to customary terms and conditions, including without limitation, the following:
(a) Receipt of all necessary consents and approvals of governmental bodies, lenders, lessors and other third parties;
(b) Absence of any material adverse change in the Prospective Seller's and the Subsidiaries' business, financial condition, prospects, assets or operations since June 30, 2014;
(c) Absence of pending or threatened litigation regarding the Merger Agreement or the transactions to be contemplated thereby;
(d) Delivery of customary legal opinions, closing certificates and other documentation as shall be reasonably requested by the Prospective Buyer;
(e) Execution of the Merger Agreement on terms found acceptable in the discretion of each party hereto;
(f) Receipt of fairness opinions by both parties;
(g) Receipt by Prospective Seller of a legal opinion in form reasonably acceptable to it that the Transaction qualifies as tax free reorganization under the provisions of the Internal Revenue Code of 1986, as amended;
(h) Treatment of the Transaction as a "pooling-of-interests" for accounting purposes; and
(i) Proposed Employment Agreements. On the Closing Date,
4. Settlement of debt($700,000.00USD) owe to buyer for goods purchase from buyer on or before 30 June, 2014 before entering into contract agreement for the acquisition.
Conditions to Transaction. The Transaction will be consummated only if (a) the Ruling remains in effect, (b) the Dividend Condition has been satisfied with respect to the KMC Stock Distribution, (c) all of the other Separation Transactions have been consummated, and (d) the PKS Board has finally approved the consummation of the Transaction.
Conditions to Transaction. The parties intend to be bound by this Letter of Intent until the execution and delivery of the Merger Agreement which, if successfully negotiated, will provide that the Transaction will be subject to customary terms and conditions, including without limitation, the following:
(a) receipt of all necessary consents and approval of governmental bodies, lenders, lessors and other third parties;
(b) absence of any material adverse change in the Prospective Seller's and the Subsidiaries' business, financial condition, prospects, assets or operations;
(c) absence of pending or threatened litigation regarding the Merger Agreement or the transactions to be contemplated thereby;
(d) delivery of customary closing certificates and other documentation as shall be reasonably requested by the Prospective Buyer and Prospective Seller;
(e) employment and inducement agreements to employees of the Prospective Seller;
(f) receipt by Prospective Seller of a legal opinion in form reasonably acceptable to it that the Transaction qualifies as tax free reorganization under the provisions of the Internal Revenue Code, as amended;
(g) approval of the continued listing of Prospective Buyer’s common stock on the Nasdaq Capital Market (although the issuance of the shares in the Transaction will not be a registered offering under the Securities Act of 1933);
(h) conversion of all debt and warrants of Prospective Seller and its Subsidiaries into the right to receive the merger consideration in the Transaction;
(i) no shareholders of the Prospective Seller shall have notified the Prospective Seller of the exercise of their appraisal rights; and
(j) approval by the stockholders of Prospective Buyer and Prospective Seller as required by applicable laws or regulations.
Conditions to Transaction.
(a) The Transaction shall be subject to the reasonable satisfaction of the following conditions prior to or at the time the Transaction is implemented (the “Effective Time”), each of which is for the mutual benefit of the Company, on the one hand, and the Consenting Noteholders, on the other hand, and may be waived, in whole or in part, jointly by the Company and the Consenting Noteholders (provided that such conditions shall not be enforceable by the Company or the Consenting Noteholders, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement (or, in the case where the party seeking enforcement is one or more of the Consenting Noteholders, an action, error or omission by or within the control of the Consenting Noteholder seeking enforcement)):
(i) (u) the Plan shall have been approved by the applicable stakeholders of the Company as and to the extent required by the Court or otherwise, any such requirement being acceptable to the Company and the Consenting Noteholders, each acting reasonably; (v) the Plan shall have been approved by the Court and the Final Order shall be in full force and effect on or prior to January 8, 2014 (or such other date as the Company and the Consenting Noteholders may agree in writing, acting reasonably); (w) the Plan shall have been approved by the applicable stakeholders and the Court in a form consistent with this Agreement or otherwise acceptable to the Company and the Consenting Noteholders, each acting reasonably; (x) the Final Order shall have been entered by the Court in a form consistent with this Agreement or otherwise acceptable to the Company and the Consenting Noteholders, each acting reasonably; (y) by January 22, 2014, the Company, after consultation with its legal and financial advisors, shall have been satisfied that the Transaction will proceed to completion on or before the Outside Date; and (z) the Implementation Date shall have occurred no later than the Outside Date;
(ii) all press releases, disclosure documents and definitive agreements in respect of the Transaction shall be in a form and substance satisfactory to the Company and the Consenting Noteholders, each acting reasonably;
(iii) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Consenting Noteholders and the Company, each acting ...
Conditions to Transaction. ● Written consent of the Licensor to the Transaction, which shall be evidenced by the Licensor’s execution of the Assignment. ● Execution of the Assignment by MGO, Licensor and Centric in substantially the form attached hereto as Exhibit A
Conditions to Transaction. The final terms of the Transaction would be set forth in the Definitive Agreement and related ancillary agreements (collectively, the “Transaction Documents”). The Transaction Documents would include customary legal and business provisions and agreements mutually agreed to by the Parties including but not limited to the matters set forth in this Letter and representations and warranties regarding the Hospital, the Seller and the Buyer, and indemnity for breach of such representations and warranties. The consummation of the Transaction shall be subject to and contingent upon each of the following being satisfied at the Closing:
(i) The negotiation, execution and delivery of mutually satisfactory Transaction Documents.
(ii) Approval of the board of trustees/directors/members/managers or comparable governing bodies of the Parties.
(iii) Completion of and satisfaction of the results of due diligence by the Buyer in its sole discretion.
(iv) Receipt of any necessary governmental consents or approvals.
Conditions to Transaction. The closing of the Transaction is subject to the following conditions:
(a) receipt of the necessary approvals of the Buyer's Board of Directors and the United States Bankruptcy Court and any other necessary third parties;
(b) absence of pending or threatened litigation regarding this Letter of Intent or the transactions contemplated hereby;
(c) certain employees of the Seller including Xxx Xxxxxxx shall have entered into employment and non-competition agreements acceptable to Buyer; and
(d) all representations of Seller shall be true and correct on the date of such closing.
Conditions to Transaction. 5.1 Conditions to Each Party’s Obligation To Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing of the condition that each of the parties shall have obtained authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity, the failure of which to file, obtain or occur is reasonably likely to have a Material Adverse Effect on Parent.
Conditions to Transaction
