Conditions Precedent to Obligation of the Company. The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
Conditions Precedent to Obligation of the Company. The obligation of the Company to effect the Merger and otherwise consummate the Contemplated Transactions is subject to the satisfaction (or waiver by the Company), at or prior to the Closing, of the following conditions:
Conditions Precedent to Obligation of the Company. The obligation of the Company to consummate the Closing is additionally subject to the satisfaction of the following conditions on or prior to the Closing Date (unless expressly waived in writing by the Company on or prior to the Closing Date):
Conditions Precedent to Obligation of the Company. The obligation of the Company to consummate the Transaction is further subject to the satisfaction or waiver, in writing, on or prior to the Closing Date of the following conditions:
(a) the representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than those representations and warranties which address matters only as of a particular date, which shall have been true and correct only as of such particular date), except in each case where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect on Parent’s and Merger Sub’s ability to consummate the Transaction (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), and the Company shall have received a certificate, dated as of the Closing Date signed by an authorized officer of each of Parent and Merger Sub, to the foregoing effect;
(b) Parent and Merger Sub shall have performed in all material respects all covenants and agreements required by this Agreement to be performed by Parent or Merger Sub on or prior to the Closing Date, and the Company shall have received a certificate, dated as of the Closing Date and signed by an authorized officer of each of Parent and Merger Sub to the foregoing effect; and
(c) Parent and Merger Sub shall have delivered or caused to be delivered the closing deliveries as provided in Section 3.2.
Conditions Precedent to Obligation of the Company. The obligation of the Company to effect the Share Purchase is also subject to the satisfaction or waiver by the Company at or prior to the Closing of the following conditions:
(a) Each of the representations and warranties of the MatlinPatterson Parties set forth in Article III of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date;
(b) Each of the MatlinPatterson Parties shall have performed and complied with all agreements and covenants required to be performed and complied with by them under this Agreement on or prior to the Closing Date;
(c) the Company shall have obtained the Bank Consent;
(d) the resignation letters received from Mxxx Xxxxxxxxx, Rxxxx Betolaza and Fxxxx Xxxxxxxx shall be effective;
(e) the Company shall have completed the Financing on terms and conditions satisfactory to the Company in its sole discretion, and the Company shall have received net cash proceeds from the Financing in an amount equal to $400 million or such lesser amount as the Company shall determine in its sole discretion; and
(f) the Company shall have received from each MatlinPatterson Party (i) a certificate in a form and substance satisfactory to the Company signed by a duly authorized officer of such MatlinPatterson Party, dated as of the Closing Date, certifying as to itself, to the effect set forth in clauses (a) and (b) above of this Section 6.2 and (ii) the items included in Section 2.3(b) of this Agreement.
Conditions Precedent to Obligation of the Company. The Company’s obligations to effect the Merger and consummate the other transactions contemplated to occur in connection with the Closing and thereafter is subject to the satisfaction of each condition precedent listed below. All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and, where such instruments are not exhibits to this Agreement, all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Subsidiary shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the conditions specified in this Section 6.3 as the Company may reasonably request.
Conditions Precedent to Obligation of the Company. The obligation of the Company to effect the Arrangement and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions (it being understood that as of the Effective Time, all conditions herein shall be deemed to be satisfied and any liability for failure to satisfy any condition herein shall be precluded):
Conditions Precedent to Obligation of the Company. The obligation of the Company to consummate the transactions provided for in this Agreement is subject to fulfillment or waiver of each of the following conditions:
Conditions Precedent to Obligation of the Company. The obligation of the Company to effect the Merger and consummate the transactions to be consummated at the Closing is subject to the satisfaction, at or prior to the consummation of the Pre-Closing IP Transfer, of the following conditions:
Conditions Precedent to Obligation of the Company. The obligation of the Company to consummate each of the Stand-By Closing and each Overallotment Closing is subject to the satisfaction of the following conditions on or prior to each of the Closing Date and each Overallotment Closing Date (unless expressly waived in writing by the Company on or prior to each of the Stand-By Closing Date and each Overallotment Closing Date):
