Conditions to Obligations to Close (a) Conditions to Obligations of Theater. The obligations of Theater set forth in this Agreement (including, without limitation, the obligation to consummate the Merger) are subject to satisfaction of the following conditions: (i) This Agreement shall have been adopted and approved and the Merger shall have been approved by more than 50% of the stockholders of Theater and by more than 50% of the stockholders of BF; (ii) The representations and warranties set forth in Section 7 and the representations and warranties of Messrs. Xxxxxxx and Xxxx set forth in Section 9 shall be true and correct at and as of the Effective Time; (iii) BF shall have performed and complied with all of its covenants hereunder required to be performed at or prior to the Effective Time; (iv) BF shall have no more than 1,250,000 shares of its common stock outstanding and shall not have any shares of its preferred stock outstanding as of the Effective Time; (v) No action, suit, or proceeding shall be pending or threatened against BF before any court or quasi-judicial or administrative agency of any Federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause of any of the transactions contemplated by this Agreement to be rescinded following consummation; (vi) BF shall have delivered to Theater a certificate of BF's Secretary attaching, and certifying that each such attachment is true, correct, complete and in effect on the Closing Date: (A) resolutions of the Board of Directors of BF with respect to all transactions contemplated by this Agreement; (B) resolutions or minutes of meeting of BF stockholders adopting this Agreement and approving the Merger; and (C) a good standing certificate for BF issued by the Secretary of State of the State of Florida dated not more than fifteen days prior to the Closing Date; (vii) No state or federal securities regulator (including the Securities and Exchange Commission) shall have issued a stop order with respect to the trading of any shares of BF capital stock or shall have commenced any inquiry with respect to any filing made by BF with any such regulator or shall have commenced any investigation with respect to BF.
Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:
Conditions to Agent’s Obligations The obligations of the Agent 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 the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: