Conditions of Purchaser. Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of Seller 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 made on the Closing Date, and Seller shall have complied in all material respects with all covenants and agreements and satisfied all conditions to be performed or satisfied by Seller prior to the Closing Date; (b) There shall not be instituted and pending or threatened any action claim or proceeding before any court or governmental entity challenging the acquisition of the Shares by Purchaser or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby; and (c) The Purchaser shall have received the consent of its board of directors to this transaction.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Pharmaceutical Partners Inc /De/)
Conditions of Purchaser. Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) The representations and warranties of Seller 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 made on the Closing Date, and Seller shall have complied in all material respects with all covenants and agreements and satisfied all conditions to be performed or satisfied by Seller prior to the Closing Date;; and
(b) There shall not be instituted and pending or threatened any action claim or proceeding before any court or governmental entity challenging the acquisition of the Shares by Purchaser or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby; and
(c) The Purchaser shall have received the consent of its board of directors to this transaction.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Pharmaceutical Partners Inc /Ca/)