Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, of the following further conditions:
(a) (i) the CCTS Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS Material Adverse Effect;
(b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and
(c) at or prio...
Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, by the Company of the following further conditions:
(a) (i) the MEOA Fundamental Representations shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); and (ii) the representations and warranties of the MEOA Parties contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA Material Adverse Effect;
Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger shall be subject to the satisfaction, or waiver, to the extent permitted by applicable Law, by the Company, of each of the following conditions at or prior to the Closing:
(a) (i) Each of the representations and warranties of Parent and Merger Sub set forth in Section 5.1 shall be true and correct in all material respects as of the Execution Date and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct in all material respects as of such specified date) and (ii) each of the representations and warranties of Parent and Merger Sub contained in Article 5 of this Agreement (other than those specified in clause (i) of this Section 8.3(a)) shall be true and correct as of the Execution Date and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct as of such specified date), except where the failure to be true and correct as of such date (without regard to any qualification as to materiality or Parent Material Adverse Effect included therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
(b) Parent and/or Merger Sub, as applicable, shall have performed and complied in all material respects with each of the agreements and covenants required to be performed or complied with by it on or prior to the Closing Date.
(c) The Company shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Parent and Merger Sub, stating on behalf of Parent and Merger Sub that each of the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied.
(d) The Stockholders’ Representative shall have received a counterpart of each Ancillary Agreement signed by Parent and each other Person that is a party to each such agreement.
Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by the Company of the following further conditions:
Other Conditions to the Obligations of the Company. The obligation of the Company to consummate the Initial Investment is subject to the satisfaction (or, if permitted by Requirements of Law, waiver by the Company in its sole discretion) of the following conditions:
(a) (i) the Purchaser Representations (other than the representations in Sections 6.7, 6.10 and 6.11 (such representations, the “Purchaser Specified Representations”)) shall be true and correct in all material respects as of the Initial Closing Date and (ii) the Purchaser Specified Representations shall be true and correct in all respects as of the date of this Agreement and the Initial Closing Date, in each case as if made at and as of such date; and
(b) the Purchaser and the Purchaser Subsidiary shall have performed in all material respects and complied in all material respects with all agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Initial Closing.
Other Conditions to the Obligations of the Company. The obligation of the Company to consummate the Subsequent Investment is subject to the satisfaction (or, if permitted by Requirements of Law, waiver by the Company in its sole discretion) of the following conditions:
(a) (i) the Purchaser Representations (other than the Purchaser Specified Representations) shall be true and correct in all material respects as of the Subsequent Closing Date and (ii) the Purchaser Specified Representations shall be true and correct in all respects as of the Subsequent Closing Date, in each case as if made at and as of such date; and
(b) the Purchaser and the Purchaser Subsidiary shall have performed in all material respects and complied in all material respects with all agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Subsequent Closing.
Other Conditions to the Obligations of the Company. The obligations of the Company and Sellers to consummate the Merger are subject to the satisfaction or, if permitted by applicable law, waiver by the Company and the Representative of the following further conditions:
(a) the representations and warranties of Merger Sub and Parent set forth in ARTICLE V hereof shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties speak as of a specified date, in which case the same shall continue on the Closing Date to be true and correct in all material respects as of the specified date;
(b) Merger Sub and Parent shall each have performed and complied in all material respects with all covenants required to be performed or complied with by them under this Agreement on or prior to the Closing Date;
(c) prior to or at the Closing, each of Parent and Merger Sub shall have delivered a certificate of an authorized officer of Parent and an authorized officer of Merger Sub, dated the Closing Date, in form and substance reasonably acceptable to the Company, to the effect that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied; and
(d) Parent shall have obtained the Tail Policy.
Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Merger Sub and Parent of the following further conditions:
(a) the representations and warranties of Merger Sub and Parent set forth in Article 5 hereof (x) that are qualified as to materiality shall be true, complete and correct in all respects and (y) that are not qualified as to materiality shall be true, complete and correct in all material respects, in each case, as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date; and
(b) Merger Sub and Parent shall each have performed and complied in all material respects with all covenants required to be performed or complied with by them under this Agreement on or prior to the Closing Date.
Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or, if permitted by applicable law, waiver by the Company of the following further conditions: 36 42 (a) the representations and warranties of Merger Sub and Parent set forth in Article 3 hereof shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date, and the Company shall have received a certificate of an officer of Merger Sub signed on behalf of Merger Sub and a certificate of an officer of Parent signed on behalf of Parent, in each case, to such effect;
Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company of the following further conditions:
(a) the representations and warranties of Stockholder set forth in Article 4 hereof shall be true and correct in all material respects as of the date of applicable Closing as though made on and as of such date (except, in each case, to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be true and correct as of the specified date); and
(b) Stockholder shall have performed and complied in all material respects with all covenants required to be performed or complied with by Stockholder under this Agreement at or prior to the applicable Closing.
