Additional Conditions to Obligations Sample Clauses

Additional Conditions to Obligations of the Company at Each Closing. The obligations of the Company to consummate the transactions contemplated hereby to be consummated at each Closing shall be subject to the satisfaction or waiver at or prior to the applicable Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality or material adverse effect set forth therein) would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) the Purchaser shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Purchaser on or prior to such Closing Date; (c) the Series A Holder Approval and the Company Stockholder Approval shall have been obtained; and (d) the Purchaser shall have delivered the following to the Company: (i) the portion of the purchase price payable for the Preferred Shares and Warrants being purchased at such Closing; (ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this Section 6.3; (iii) an opinion of the Purchaser's independent counsel in substantially the form of, or as to substantially the matters set forth in, Exhibit 6.3(d); and (iv) such other documents as may be required by this Agreement or reasonably requested by the Company.

Additional Conditions to Obligations of the Company and the Sole ---------------------------------------------------------------- Shareholder. The obligations of the Company and the Sole Shareholder to ----------- consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

Additional Conditions to Obligations of the Buyer and the Transitory -------------------------------------------------------------------- Subsidiary. The obligations of the Buyer and the Transitory Subsidiary to ---------- effect the Merger are subject to the satisfaction of each of the following additional conditions, any of which may be waived in writing exclusively by the Buyer and the Transitory Subsidiary:

Additional Conditions to Obligations of the Parent and the Merger Sub. The obligations of the Parent and the Merger Sub to effect the Merger are subject to the satisfaction of, or waiver by the Parent, at or prior to the Closing of the following additional conditions:

Additional Conditions to Obligations of the Company at the Closing. ------------------------------------------------------------------ The obligations of the Company to consummate the transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction or waiver at or prior to the Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of the Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) the Purchaser shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Purchaser on or prior to the Closing Date; (c) the Company Stockholder Approval shall have been obtained; and (d) the Purchaser shall have delivered the following to the Company: (i) the purchase price payable for the Purchased Shares; (ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this ----------- --- Section 6.3; and ----------- (iii) such other documents as may be required by this Agreement or reasonably requested by the Company.

Additional Conditions to Obligations of the Parent and ------------------------------------------------------ the Company. The obligations of the Parent and the Company to consummate the ----------- Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, by the Parent:

Additional Conditions to Obligations. OF BUYER AND/OR PARENT. The obligations of Parent and Buyer to effect the Merger and the other transactions contemplated herein are also subject to the following conditions, each of which may be waived, in whole or in part, to the extent permitted by applicable Law, by Parent or Buyer:

Additional Conditions to Obligations. The obligations of the Seller and the Purchaser to consummate and effect the purchase and sale of the Offered Partnership Interest pursuant to this Agreement shall be subject to satisfaction of the following additional conditions, unless waived by the Seller and the Purchaser: (a) any applicable waiting periods under the Competition Acts shall have expired; (b) no injunction or temporary restraining order shall have been granted restraining or prohibiting the consummation of the transactions contemplated by this Agreement; (c) no action, suit or other proceeding instituted by any Governmental Authority seeking such injunction or temporary restraining order shall be pending or threatened; and (d) no action, suit or other proceeding instituted by any Third Party to restrain, prohibit or otherwise challenge the consummation of the transactions contemplated by this Agreement shall be pending or threatened. The conditions to the Purchaser's obligations, and the closing deliveries to be made to the Purchaser under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Bayer CropScience LP's obligations, and the closing deliveries to be made to Bayer CropScience LP, in the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement have been met and made in accordance with the terms of the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement. The conditions to the Seller's obligations and the closing deliveries to be made to the Seller under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Crompton Corporation's, Uniroyal Chemical Company, Inc.'s and GT Seed Treatment, Inc.'s obligations and the closing deliveries to be made to Crompton Corporation, Uniroyal Chemical Company, Inc. and GT Seed Treatment, Inc. in the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement have been met and made in accordance with the terms of the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement. A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement. A closing under the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement and the Closing Date under this Agreement shall be the same date.

Additional Conditions to Obligations. The obligations of C&K, the Sellers, the Company and Purchaser to consummate and effect the sale of the Offered Membership Interest pursuant to this Agreement shall be subject to satisfaction of the following additional condition, unless waived by C&K, the Sellers and Purchaser: (a) HSR Act and any applicable waiting periods in connection therewith shall have expired, and no consent, approval or authorization thereunder shall be subject to any condition which is unduly burdensome to any of Purchaser, C&K or Sellers; (b) no second request has been issued by any Governmental Authority; (c) no injunction or temporary restraining order shall have been granted restraining or prohibiting the consummation of the transactions contemplated by this Agreement; and (d) no action, suit or other proceeding instituted by any Governmental Authority seeking such an injunction or order shall be pending or threatened.