Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement:
(a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing.
(b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock.
(c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby.
(d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer.
(e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries:
(i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation;
(ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date;
(iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary;
(iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occur...
Conditions to the Obligations of the Buyer. The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by the Buyer but only in writing):
Conditions to the Obligations of the Buyer. The obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing of each of the following conditions:
Conditions to the Obligations of the Buyer. All obligations of the Buyer under this Agreement are subject to the fulfillment, unless waived in writing at the sole option of the Buyer, at or prior to the Closing Date, of each of the following conditions precedent:
Conditions to the Obligations of the Buyer. The obligation of the Buyer to effect the Merger is also subject to the satisfaction or waiver by the Buyer, at or prior to the Effective Time, of the following conditions:
Conditions to the Obligations of the Buyer. The obligation of the Buyer to consummate the Transaction is further subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Buyer), as of the Closing, of the following conditions:
Conditions to the Obligations of the Buyer. The obligation of the Buyer to purchase and pay for the Shares shall be subject to the satisfaction or waiver by the Buyer at or prior to the Closing Date of the following conditions:
Conditions to the Obligations of the Buyer. The obligation of the Buyer to effect the Merger is also subject to the satisfaction or waiver by the Buyer, at or prior to the Effective Time, of the following conditions:
(a) Absence of Material Adverse Changes. There shall not have occurred any change in the business, assets, financial condition or results of operations of the Seller or any of its subsidiaries which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Seller and its subsidiaries taken as a whole.
Conditions to the Obligations of the Buyer. The obligations of the Buyer under this Agreement shall be subject to the following conditions: (i) the performance in all material respects by the Seller of its respective covenants and obligations hereunder; and (ii) the representations and warranties of the Seller contained herein shall be true and correct on the date hereof and on and as of the Closing Date.
Conditions to the Obligations of the Buyer. The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver (if permitted by applicable Laws) at or prior to the Closing of each of the following conditions:
(a) The representations and warranties made by the Sellers in this Agreement will be true and correct in all material respects (provided that (i) any representation or warranty (other than those set forth in SECTION 3.9(c)(ii)) of the Sellers contained herein that is subject to a materiality, Sold Company Material Adverse Effect or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Sellers and (ii) SECTION 3.9(c)(ii) will be true and correct in all respects) as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be, subject to the qualifications set forth above, true and correct as of such earlier date).
(b) The Sellers will have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by them at or prior to the Closing.
(c) Each of the Sellers will have delivered to the Buyer a certificate, dated as of the Closing Date and executed by an executive officer of each such Seller, certifying to the fulfillment of the conditions specified in SECTIONS 6.3(a) and 6.3(b).
