Satisfaction of Conditions to Closing. The Company shall have satisfied, or the Purchaser shall have waived, the conditions set forth in Section 5.2 hereof
Satisfaction of Conditions to Closing. Buyer or any Seller may terminate this Agreement by written notice to the other Parties if any event shall occur after the date of this Agreement that shall have made it impossible to satisfy a condition precedent to the terminating Party’s obligations to perform its obligations hereunder, unless the occurrence of such event shall be due to the failure of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party prior to the Closing. Buyer shall be entitled to terminate this Agreement due to the inability of the conditions to Closing set forth in Section 8.4 to be satisfied only if Buyer provides written notice terminating this Agreement within 20 days after the date on which Sellers provide notice to Buyer that the Archstone Entities have taken the action that caused the conditions to Closing set forth in Section 8.4 not to be satisfied; provided that Buyer shall have stated in its notice objecting to such action, as described in Section 8.4, that such action would cause the conditions to Closing set forth in Section 8.4 not to be satisfied.
Satisfaction of Conditions to Closing. Under the Asset Purchase Agreement. All the conditions to close set forth in Article 6 of the Asset Purchase Agreement shall have been satisfied by Purchaser, except to the extent that such satisfaction is waived by SIC.
Satisfaction of Conditions to Closing. Notwithstanding any other provision of this Agreement, if the application of the provisions of this Section would result in Holders receiving a number of shares of Emclaire Common Stock that would prevent the Per Share Merger Consideration from consisting in the aggregate of 45.0% Cash Merger Consideration and 55.0% Stock Merger Consideration or otherwise prevent the satisfaction of any of the conditions set forth in Article 7 hereof, the number of shares otherwise allocable to Holders pursuant to this section shall be adjusted in an equitable manner as shall be necessary to enable the satisfaction of all conditions.
Satisfaction of Conditions to Closing. (a) Either of the Buyer Parties, on the one hand, or LBHI, on the other hand, may terminate this Agreement by written notice to the other Parties if any event shall occur after the date of this Agreement that shall have made it impossible to satisfy a condition precedent to the terminating Party’s obligations to perform its obligations hereunder; provided that (i) Buyer Parties shall not have the right to terminate this Agreement pursuant to this Section 15.1.4(a) if any Buyer Party is then in breach of any representations, warranties, covenants or other agreements hereunder (I) that would result in the closing conditions set forth in Sections 9.1, 9.2 and 11.1.1 through 11.1.6 not being satisfied, and (II) that has not been cured following the Buyer Cure Period, and (ii) LBHI shall not have the right to terminate this Agreement pursuant to this Section 15.1.4(a) if LBHI, Seller or any other Xxxxxx Entity is then in breach of representations, warranties, covenants or other agreements hereunder that (x) would result in the closing conditions set forth in Sections 9.1, 9.2 and 10.1.1 through 10.1.6 not being satisfied, and (y) that have not been cured following the Seller Cure Period (and if either Buyer Party terminates pursuant to this Section 15.1.4(a), the other Buyer Party hereby consents to such termination).
(b) If all of the conditions precedent to the Buyer Parties’ obligations to perform their obligations to consummate the Contemplated Transactions hereunder (other than any Contemplated Transactions relating to Deferred Closing Assets for which an Extension Closing will occur and other than those conditions which by their nature are to be satisfied as part of the Initial Closing) have been satisfied and the Buyer Parties fail to timely perform such obligations by the then-current Outside Closing Date (as extended in accordance with Section 2.4), LBHI may terminate this Agreement.
Satisfaction of Conditions to Closing. After the transactions contemplated herein have been approved by the shareholders of Omega and Sun and each other condition to the obligations of the Parties hereto, other than those conditions which are to be satisfied by delivery of documents by either Party to the other Party, has been satisfied or, if lawfully permitted, waived by the Party entitled to the benefits thereof, the Closing will be held on the date and at the time of day and place referred to in this Agreement. At the Closing, the Parties shall deliver the certificates, letters and opinions which constitute conditions to effecting the Merger and each Party will provide the other Party with such proof or indication of satisfaction of the conditions to the obligations of such other Party to consummate the Merger as such other Party may reasonably require. If all conditions to the obligations of each Party shall have been satisfied or lawfully waived by the Party entitled to the benefits thereof, the Parties shall, at the Closing, duly execute the Articles of Merger and such other documents as are required to be filed with the Secretary of State of the Commonwealth of Pennsylvania to effect the Merger, and promptly thereafter Sun and Omega shall take all steps necessary or desirable to consummate the Merger in accordance with all Applicable Laws. The Parties shall thereupon take such other and further actions as may be required by Applicable Law or this Agreement to consummate the transactions contemplated herein.
Satisfaction of Conditions to Closing. The Company shall have satisfied, or the Purchaser shall have waived the conditions set forth in Section 5.2(a) - (d) hereof.
Satisfaction of Conditions to Closing. Each party shall use its reasonable best efforts to satisfy the conditions to the obligations of the parties hereunder, and to consummate and make effective as promptly as practicable the transactions provided for herein including:
(a) Defending the Agreement. Defending lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions provided for in this Agreement;
Satisfaction of Conditions to Closing. Between the date hereof and the Effective Time, the Company shall use its best efforts to cause all the conditions set forth in Section 6.3 to be satisfied.
Satisfaction of Conditions to Closing. Supercom and the Company shall use their best efforts to satisfy the conditions set forth in Article 4, including, without limitation, completing the Reorganization on terms acceptable to the Investor.
