TRANSACTION PRECONDITIONS Sample Clauses

TRANSACTION PRECONDITIONS. 4.1 Closing is conditional upon satisfaction of the following Transaction Preconditions: 4.1.1 The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made as of the Closing Date, and Seller and the Company shall have performed and complied in all material respects with all terms, agreements and covenants contained in this Agreement required to be performed or complied by Seller or the Company on or before the Closing Date. 4.1.2 No provision of any applicable law and no judgment, injunction, order or decree of any governmental authority shall be in effect which shall prohibit the consummation of the Closing. 4.1.3 Seller and the Company shall have obtained all relevant corporate approvals for the execution and performance of this Agreement and the Joint Venture Contract, and the adoption of the Articles of Association of New Company, and such corporate approvals shall continue to be effective without amendment or revocation as of the Closing Date. 4.1.4 All consents, approvals, waivers, subordinations and permits, if any, required in connection with the consummation of the sale and purchase of the Equity Interest for Sale and the transactions contemplated herein shall have been received by Seller and the Company, including but not limited to the approval of the Ministry of Commerce, or examination and approval authorities authorized by the Ministry of Commerce, and other government or regulatory authorities necessary to complete the transactions contemplated herein, for the purpose of receiving approval for: (a) transfer of the Equity Interest for Sale and this Agreement; (b) change of shareholders of the Company; (c) conversion of the Company into a Sino-foreign joint venture enterprise; (d) the Joint Venture Contract; and (e) the Articles of Association of the New Company. 4.1.5 Prior to the Closing Date, no event shall have occurred which, individually or when considered together with all other matters, has had, or could reasonably be expected to have, a Material Adverse Effect the Company, and Buyer shall not have discovered any fact or circumstance which, individually or when considered together with all other matters, has, or could reasonably be expected to have, a Material Adverse Effect on the Company. 4.1.6 Seller and the Company shall have obtained an appraisal report in respect of the Equity Interests for Sale, which is reas...
Sample 1
AutoNDA by SimpleDocs
TRANSACTION PRECONDITIONS the creation of the Purchasing Entity and the notification thereof to SDBE; and
Sample 1

Related to TRANSACTION PRECONDITIONS

  • Condition Precedent The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before Bank Closing evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party, with respect to this Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the appointment of the Receiver, the chartering of the Assuming Institution, and any agreements, documents, matters or proceedings contemplated hereby or thereby.

  • Preconditions The payment of any amounts due under this Section 7 and Section 8 below, if applicable, shall be subject to and conditioned upon prior receipt by the Corporation of a separation agreement containing a valid waiver and release by Executive, in a form provided by the Corporation, of any and all claims Executive may have against the Corporation, the Bank and their Affiliates, or their then current or former officers, directors, or employees. Further, Executive must reaffirm and comply with the restrictions contained in Sections 13-16 this Agreement which survive termination of employment.

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below. (a) ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time. (b) PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party 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 Date of the following conditions:

  • CONDITIONS PRECEDENT TO THE MERGER The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Condition Precedent to Requesting Payment Grantee will disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from the System Agency.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to Buyer’s Obligations Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

  • CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • Conditions Precedent to Obligations to Consummate 9.1 Conditions to Obligations of Each Party. The respective obligations of each Party to perform this Agreement and to consummate the Merger are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6 of this Agreement:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!