Conditions Precedent to the Obligations of the Purchaser. Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Purchaser. The obligation of the Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by the Purchaser, at or before the Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion:
(a) Sellers shall have delivered to the Purchaser (i) a certified copy of the Sale Order (which shall contain the terms described in Section 7.2) and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Sellers (which service shall comply with Section 7.1(e));
(b) the representations and warranties made by Sellers in this Agreement or in any Ancillary Document shall be true and correct in all material respects (provided that any such representation or warranty that is subject to any materiality, Material Adverse Effect or similar qualification shall be true and correct in all respects after giving effect to any such qualification), in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date);
(c) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date;
(d) Sellers shall have paid the known Cure Costs for all Assigned Contracts, and to the extent not paid, the Purchaser may pay the Cure Costs to the applicable Third Parties and deduct such Cure Costs from the Cash Payment;
(e) Sellers shall have entered into a Manufacturing Services Agreement with NXP applicable to the Business (the “NXP MSA”), in form and substance reasonably satisfactory to Purchasers and Sellers shall have assigned the NXP MSA to Purchaser;
(f) Sellers shall have fulfilled its obligations under Article 2 of the MSA;
(g) Sellers shall have fulfilled their obligations under the agreement (the “Philips Agreement”) dated January 17, 2012 between Trident Microsystems (Hong Kong) Limited and Philips Consumer Lifestyle B.V. (“Philips”). Phillips shall have released any claims against Sellers under the Philips Agreement and the Philips Agreement shall have terminated;
(h) the executed Entropic License Agreement will be in su...
Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the Transactions under the Sale Documents are expressly subject to the fulfillment of each of the following conditions, unless waived by the Purchaser in writing, at or before the Closing:
Conditions Precedent to the Obligations of the Purchaser. The Purchaser’s obligation to effectuate the Closing under this Agreement shall be subject to the fulfillment of the following conditions, any of which may be waived in writing by the Purchaser:
(1) with respect to the representations and warranties of the Sellers in Sections 4.1 and 4.2, the Fundamental Representations shall be true and correct in all respects and the other representations and warranties shall be true and correct in all material respects as of the Effective Date and the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be as of such date);
(2) the Sellers shall have performed in all respects all covenants and obligations required by this Agreement to be performed by the Seller at or prior to the Closing Date;
(3) no order, ruling, or other measures of any Governmental Authority that materially prevents or restrains the Transaction shall exist;
(4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively;
(5) the shareholders agreement separately entered into by and among the Parties regarding such matters as the operation of the Company shall remain valid and effective;
(6) all Permits required to be obtained by the Parties for the Closing of the Transaction shall have been lawfully obtained and completed by the Parties; and
(7) the Share Pledge Agreement in the form set forth under Exhibit 5.1(10), securing the Sellers’ obligations under this Agreement as secured obligations and designating the Purchaser as the pledgee in accordance with Section 5.1(10), shall have been executed and the kun-pledge (Geun Jxx Xxxx in Korean) shall have been established.
Conditions Precedent to the Obligations of the Purchaser the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively; 6.1 Conditions Precedent to the Obligations of the Purchaser.
Conditions Precedent to the Obligations of the Purchaser. All obligations of the Purchaser under this Agreement are subject to the fulfillment at or before the Closing Date of the following conditions:
Conditions Precedent to the Obligations of the Purchaser. The obligation of the Purchaser to purchase the Note hereunder is, at its option, subject to the satisfaction, on or before the Closing Date, of each of the following conditions:
Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement at the Closing are subject to fulfillment of the following conditions, any one or more of which may be waived in whole or in part by the Purchaser in the manner provided for herein:
Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser hereunder are, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:
