Condition to Obligations of All Parties Sample Clauses

The 'Condition to Obligations of All Parties' clause establishes that certain requirements must be met before any party is required to fulfill their contractual obligations. Typically, these conditions might include obtaining regulatory approvals, the completion of due diligence, or the absence of material adverse changes. By setting these prerequisites, the clause ensures that all parties are protected from having to proceed if key conditions are not satisfied, thereby reducing risk and promoting fairness in the execution of the agreement.
Condition to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of the following condition: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of prohibiting the transactions contemplated by this Agreement.
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Condition to Obligations of All Parties. The obligations of the parties hereto to consummate the transactions contemplated by this Securities Repurchase Agreement shall be subject to the satisfaction or waiver by the Investor, in its sole discretion, and the Issuer Parties, in their sole discretion at or before the Repurchase Closing, of the following condition:
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Condition to Obligations of All Parties. The obligations of each of Buyer and the Sellers to consummate the Transactions shall be subject to the satisfaction, at or prior to the Closing, of the condition that the consummation of the Transactions shall not be restrained, enjoined or prohibited by any Order and there shall not have been any Law enacted, promulgated or deemed applicable to the Transactions by any Governmental Authority that prevents the consummation of the Transactions or has the effect of making such consummation thereof illegal.
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Condition to Obligations of All Parties. The obligation of each Party to consummate the transactions contemplated by Section 1 hereof on and following (as applicable) the Closing Date is subject to the fulfillment to the reasonable satisfaction (except with respect to Section 4.1(b)(ii)) of each Party (or to waiver thereby) at or prior to the Closing of each of the following additional conditions: (a) each Party having duly executed and delivered to the other Party the License Agreement and the License Agreement being in full force and effect on the Closing Date. (b) KnowFat’s completion in accordance with applicable law of the earlier to occur of (i) the offering and issuance of shares of Series C Convertible Preferred Stock (with the powers, designations, preferences, rights, qualifications, limitations and restrictions consistent with, and substantially similar to, those powers, designations, preferences, rights qualifications, limitations and restrictions of KnowFat’s Series A Preferred Stock and Series B Convertible Preferred Stock) at a price no less than $6.50 per share, resulting in net proceeds to KnowFat of not less than $5,000,000, or (ii) to the sole satisfaction of GFVentures, the completion of an issuance of such Series C Convertible Preferred Stock at a lower price and/or resulting in a lower amount of net proceeds. In the event the Closing occurs following the completion of an issuance under clause (ii) of this Section 4.1(b), GFVentures shall, subject to applicable securities laws, provide commercially reasonable cooperation to KnowFat to the extent reasonably requested thereby in connection with the completion of an offering consistent with clause (i) of this Section 4.1(b).
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Condition to Obligations of All Parties. The obligations of each Party to consummate the Transactions shall be subject to the fulfillment, at or prior to the Closing, of the following condition: no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Action which is in effect and has the effect of making the Transactions illegal, otherwise restraining or prohibiting consummation of such Transactions or causing any of the Transactions to be rescinded following completion thereof. Section 7.02 Conditions to Obligations of Purchaser. The obligations of Purchaser and Merger
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Condition to Obligations of All Parties. The obligation of each party --------------------------------------- to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, as of the Closing, of the following conditions unless waived by them: all consents required hereunder shall have been obtained and no action, suit or proceeding shall be pending or threatened before any court or quasi judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; or (iii) otherwise impair the ability of any of the parties to close this Agreement.
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Condition to Obligations of All Parties. The respective obligations of each Party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following condition:
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Condition to Obligations of All Parties. The parties’ obligations hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: (a) Each of Blue Sphere, York and Buyer shall have executed and delivered to the other: (i) the amended and restated limited liability company agreement of Buyer together with all exhibits thereto in form satisfactory to Buyer dated the Closing Date; and (ii) the Development Agreement, together with all exhibits and schedules thereto and closing deliverables thereunder, in form satisfactory to Buyer; and (iii) the transactions contemplated under such agreements and documents shall have been consummated.
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Related to Condition to Obligations of All Parties

  • Conditions to Obligations of All Parties The obligations of each party 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: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

  • Conditions to All Parties’ Obligations The obligations of Parent and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, of the following conditions: (a) the Parent Stockholder Approval shall have been attained; (b) the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreement.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • Conditions Precedent to Obligations of Sellers The obligation of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Sellers.

  • Conditions to Obligations of the Parties The obligations of Buyer, Tribune and ▇▇▇▇▇▇▇▇ to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver (such waiver to be granted by Buyer and ▇▇▇▇▇▇▇▇ (including on behalf of Tribune) as it relates to Sections 10.01(a), (b) and (c) below, and by Buyer, ▇▇▇▇▇▇▇▇ and Tribune, solely as it relates to Section 10.01(d) below, in each case, if permitted by Law), at or prior to the Closing, of each of the following conditions: (a) No provision of any applicable Law and no Order shall be in effect which has the effect of making the transactions contemplated hereby illegal or otherwise prohibits the consummation of the Closing. (b) The FCC Consent and the HSR Clearance, if any, shall have been granted or obtained and be effective. (c) Solely in the event that ▇▇▇▇▇▇▇▇ agrees to divest KSTU and KCPQ (collectively, the “Covered Stations”) in order to obtain the DOJ’s approval of the Merger, the execution by the DOJ of the DOJ Consent Decree with respect to the sale of the Covered Stations to Buyer pursuant to this Agreement or if the DOJ otherwise consents in writing with respect to such sale of the Covered Stations to Buyer. For the avoidance of doubt, if for any reason the divestiture of the Covered Stations is not required by the DOJ as a condition to the DOJ’s approval of the Merger, then the foregoing consent of DOJ shall not be a condition to the sale of the Covered Stations under this Agreement, and such Covered Stations shall be subject only to those conditions applicable to all Stations pursuant to the terms and subject to the conditions of this Agreement. (d) The conditions to the Tribune Closing shall have been satisfied or waived (except for any conditions that by their nature can only be satisfied at or as of the Tribune Closing, which conditions will be satisfied or waived at the Tribune Closing) and the Tribune Closing shall have occurred or shall be scheduled to occur immediately following the Closing.