Purchaser Closing Conditions. The Purchaser’s obligation to consummate the transaction hereunder shall be subject to the following conditions, any one or more of which may be waived by the Purchaser:
(i) each of the representations and warranties of the Company made herein are accurate as of the Closing, provided however, that representations and warranties that are made as of a particular date or period shall be accurate only as of such date or period;
(ii) the fulfillment in all material respects of those undertakings of the Company to be fulfilled at or prior to the Closing;
(iii) the Company shall have delivered to the Purchaser evidence satisfactory to the Purchaser that notification to list the Shares on the NASDAQ has been filed;
(iv) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, in each case that is in effect and enjoins or prevents the consummation of the transactions contemplated hereby; and
(v) the Company shall have delivered to the Purchaser a copy of duly executed irrevocable instructions to the Company’s transfer agent substantially in the form of Exhibit A.
Purchaser Closing Conditions. The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in (x) all respects of the Fundamental Representations of the Company as of the date of this Agreement and as of the Closing Date (except for such Fundamental Representations that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date) and (y) all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the other representations and warranties of the Company contained herein as of the date of this Agreement and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed in all material respects;
(iii) the delivery by the Company of the items set forth in Section 2.3 of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
Purchaser Closing Conditions. Purchaser’s obligation to close the Transaction is subject to the satisfaction of each of the following conditions (the “Purchaser Closing Conditions”) at or prior to Closing:
(a) the Vendors’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date);
(b) the Vendors have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing;
(c) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force;
(d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements;
(e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014;
(f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date of this Agreement;
(g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction;
(h) Fenix has approved the pricing and other terms of the IPO;
(i) The Consolidated Standard Group shall have a combined cash balance as of Closing in an amount not less than $1,500,000;
(j) the Registration Statement has been declared effective; and
(k) closing of the other combination agreements and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered to the Shareholders, acti...
Purchaser Closing Conditions. The Purchaser’s obligation to purchase the applicable Shares at each respective Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Purchaser, on or prior to the respective Closing Date (unless otherwise provided herein), of each of the following conditions:
Purchaser Closing Conditions. In addition to all other conditions set forth in this Agreement, the Purchaser shall not be obligated to consummate the transactions anticipated to occur at Closing unless and until all of the following provisions have been satisfied (or waived by the Purchaser) as of the Closing Date:
Purchaser Closing Conditions. The obligations of the Purchaser under Section 1.2 of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which will not be effective against the Purchaser who does not consent thereto:
Purchaser Closing Conditions. 7.2.1 Satisfaction of Purchaser Closing Conditions. Purchaser’s obligation to close the transaction described in this Agreement is subject to the satisfaction at or before Closing of the following conditions precedent (the “Purchaser Closing Conditions”):
(a) The Seller Closing Deliveries shall have been delivered to Purchaser or deposited with Escrow Agent (as defined herein) in the Closing Escrow (as defined herein) to be delivered to Purchaser at Closing.
(b) The representations and warranties of Seller in this Agreement, as may be modified from time to time as provided in this Agreement, shall be true and correct as of the Closing.
(c) The obligations of Seller in this Agreement shall have been performed in all material respects.
(d) The Title Company shall have issued the Title Policy pursuant to Section 4.4.
Purchaser Closing Conditions. The obligations of each Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver of each of the following conditions:
(i) Each representation and warranty contained in Section 3.1 shall be true when made and on and as of the Closing Date as though such representation and warranty had also been made on and as of the Closing Date (other than representations and warranties expressly made as of another date, which shall be true and correct as of such other date), except to the extent that any such inaccuracies, individually or in the aggregate, would not have and would not reasonably be expected to have a Material Adverse Effect (it being understood and agreed that any materiality or Material Adverse Effect limitations in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Material Adverse Effect for purposes of this Section 2.3(c)(i)), and the Company has delivered to Purchasers a certificate, executed by the Chief Executive Officer and the Principal Financial Officer of the Company, dated the Closing Date, certifying to the fulfillment of the conditions specified in this Section 2.3(c)(i), and certifying with respect to the Company’s certificate of incorporation, bylaws and Board of Directors’ resolutions relating to the transactions contemplated hereby.
(ii) The Company shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Closing and the Company has delivered to Purchasers a certificate, executed by the Chief Executive Officer and the Principal Financial Officer of the Company, dated the Closing Date, certifying to the fulfillment of the conditions specified in this Section 2.3(c)(ii).
(iii) The Company shall have made all the deliveries required by Section 2.3(a) in form and substance reasonably satisfactory to each Purchaser.
Purchaser Closing Conditions. The following conditions shall exist at the time of Closing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon and subject to the satisfaction (or written waiver by Purchaser, to the extent permitted by applicable Law) of each such condition:
14.1.1 Each of the representations and warranties of Seller contained herein and in the Asset Purchase Agreement shall be true in all material respects as if made as of the date of Closing, and Seller shall have complied with and not be in material breach of any of the covenants of Seller hereunder or thereunder to the extent such covenants are by their terms to be performed on or before the Closing.
Purchaser Closing Conditions. The obligation of the Purchaser to purchase the Purchased Shares at the Closing is also subject to the fulfillment or written waiver by the Purchaser at or prior to the Closing of each of the following conditions:
(1) The Company shall have performed in all material respects all obligations required to be performed by it at or prior to Closing.
(2) The representations and warranties of the Company (i) contained in Section 2.1(a), Section 2.2(a), Section 2.2(b) and Section 2.3 shall be true and correct in all respects at and as of the Closing Date (except for such representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), and (ii) contained in all other subsections of ARTICLE II hereof shall, without giving effect to any materiality or material adverse effect qualifications therein, be true and correct at and as of the Closing Date (except for such representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except for such failures to be true and correct as, individually or in the aggregate, would not be material and do not constitute a material adverse effect on the Company and the Bank, taken as a whole.
(3) Purchaser shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.3(b)(1) and Section 1.3(b)(2) have been satisfied.
(4) Since December 31, 2011, no fact, event, change, condition, development, circumstance or effect shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect.
(5) Any regulatory approvals required to consummate the transactions contemplated by this Agreement shall have been made or been obtained and shall be in full force and effect, and all statutory waiting periods in respect thereof shall have expired; provided, however, that (x) no such required regulatory approval shall impose or contain any restraint or condition that would impair in any material respect the benefits to the Purchaser of the transactions contemplated by this Agreement and (y) other than such restrictions as are commonly imposed by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) in its standard passivity commitments, no such required regulatory approval shall impose...
