Conditions to Obligations of the Parties. The obligation of the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Exchange Closing Date, of the following conditions:
(a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated;
(b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets;
(c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred;
(d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC;
(e) The Support Agreement shall have been executed by FE and DLC;
(f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and
(g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.
Conditions to Obligations of the Parties. The obligations of the parties under this Agreement are subject to the fulfillment and satisfaction of each of the following conditions:
Conditions to Obligations of the Parties. The obligations of the parties hereto to proceed with Closing pursuant to this Agreement are subject to the fulfillment prior to or at Closing of the following conditions (any one or more of which may be waived in whole or in part by the party benefitting from such Closing condition):
Conditions to Obligations of the Parties. The obligations of the parties hereto to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Time of the following conditions:
(a) each of the representations and warranties of the parties hereto shall be true and correct in all respects; and
(b) at Closing (as defined below), the Purchaser shall have received the favorable opinion of counsel to the Seller and a certificate of the officers of the Seller, dated as of the Closing, in form and substance reasonably satisfactory to the Purchaser.
Conditions to Obligations of the Parties. The obligations of ZXXXXXXXX, 2050 MOTORS and those Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions:
(a) All representations and warranties made by 2050 MOTORS Shareholders listed in Exhibit A and ZXXXXXXXX in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date.
(b) 2050 MOTORS Shareholders listed in Exhibit A, 2050 MOTORS and ZXXXXXXXX shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing.
(c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect.
(d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.
Conditions to Obligations of the Parties. Section 6.1 Conditions to Each Party’s Obligations
Section 6.2 Conditions to Obligations of Seller Group Section 6.3 Conditions to Obligations of Buyer
Conditions to Obligations of the Parties. As a condition to Closing, (i) each of the representations and warranties of the parties hereto shall be true and correct in all material respects, (ii) the New York Stock Exchange shall have approved the Shares for listing upon notice of issuance, (iii) the PURCHASERS shall have received an opinion from O’Melveny & Mxxxx LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit A, (iv) the PURCHASERS shall have received an opinion from Vxxxxxx, Bxxxxxx & Hxxxxx, XX, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit B and (v) the PURCHASERS shall have received a comfort letter from Ernst & Young LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit C.
Conditions to Obligations of the Parties. The obligations of each party to consummate the First Closing are subject to the satisfaction of the following conditions:
(i) any applicable waiting period under the HSR Act relating to the consummation of the First Closing and the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein shall have expired or been terminated;
(ii) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the First Closing or the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein;
(iii) all actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the First Closing and the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein shall have been taken, made or obtained;
(iv) the Related Agreements, the Board Representation Agreement, the Reorganization Agreement and the Ancillary Agreements (as defined in the Reorganization Agreement) shall have been executed and delivered by each of the parties thereto and shall be in full force and effect; and
(v) the certificate of incorporation and bylaws of Micro shall be substantially in the forms attached as Exhibits E and F, respectively.
Conditions to Obligations of the Parties. 4.1 In addition to the Company’s right to reject, in whole or in part, any subscription at any time before the Closing Date, the Company’s obligation to issue the Notes at each Closing to the applicable Subscriber is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law:
(a) The representations and warranties made by each Subscriber in Article I hereof shall be true and correct in all material respects.
(b) All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber on or prior to the date of such Closing shall have been performed or complied with in all material respects.
(c) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.
(d) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement).
4.2 The Subscriber’s obligation to purchase the Notes at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law:
(a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects.
(b) The Minimum Amount (which shall not include any Converted Amount) shall have been subscribed for.
(c) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects.
(d) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.
(e) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement).
(f) The Placement Agent shall have received an opinion of counsel to the Company addressed to the Subscribers (which the Placement Agent may be permitted to rely on as if it were addressed to it) containing certain opinions to b...
Conditions to Obligations of the Parties. The respective obligations of each party to this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
(a) No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement or any of the Related Agreements shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the sales contemplated hereby, which makes the consummation of such sales unlawful, void, voidable or unenforceable under applicable law, rules and regulations of any governmental authority, domestic or foreign.
