Conditions Precedent to the Obligations of Parent Sample Clauses
The "Conditions Precedent to the Obligations of Parent" clause defines specific requirements that must be satisfied before the parent company is legally obligated to perform its duties under the agreement. Typically, these conditions may include the completion of due diligence, receipt of necessary regulatory approvals, or the fulfillment of certain representations and warranties by the other party. By setting these prerequisites, the clause ensures that the parent company is only bound to proceed once all critical factors are met, thereby protecting it from unforeseen risks or unfulfilled obligations by the counterparty.
Conditions Precedent to the Obligations of Parent. The obligation of Parent to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Parent and may be waived by Parent in whole or in part at any time):
(a) all covenants of the Company under this Agreement to be performed or complied with on or before the Effective Time which have not been waived by Parent shall have been duly performed or complied with by the Company in all material respects, and Parent shall have received a certificate of the Company addressed to Parent and dated the Effective Date, signed on behalf of the Company by two senior executive officers of the Company (on the Company's behalf and without personal liability), confirming the same as of the Effective Time;
(b) the representations and warranties of the Company set forth in:
(i) Sections 3.1(b), 3.1(g)(i) and 3.1(p)(ii) shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement, the Amendment Date and as of the Effective Time as if made at and as of such time,
(ii) Sections 3.1(dd)(ii) and 3.1(dd)(iii) shall be true and correct in all material respects as of the date of this Agreement, the Amendment Date and as of the Effective Time as if made at and as of such time; and
(iii) Section 3.1, other than those to which clauses (i) and (ii) above apply, shall be true and correct in all respects (disregarding for purposes of this Section 6.2(b)(iii) any materiality or Company Material Adverse Effect qualification contained in any such representation or warranty) as of the date of this Agreement, the Amendment Date and as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement, the Amendment Date or another date shall be true and correct in all respects as of such date), except in the case of this clause (iii) where the failure to be so true and correct in all respects, individually and in the aggregate, would not result in a Company Material Adverse Effect, and Parent shall have received a certificate of the Company addressed to Parent and dated the Effective Date, signed on behalf of the Company by two senior executive officers of the Company (on the Company's behalf and without personal liability), confirming the same as of the Effective Time;
(c) since the date of this Agreement, there shall ...
Conditions Precedent to the Obligations of Parent. All obligations of Parent under this Agreement are subject to the satisfaction, prior to or at the Closing, of each of the following conditions, which may be waived in whole or in part by such parties.
Conditions Precedent to the Obligations of Parent. AND MERGER SUB TO CONSUMMATE THE MERGER
Conditions Precedent to the Obligations of Parent. The obligations of the Parent under this Agreement are subject to the satisfaction at the Closing of each of the following conditions.
Conditions Precedent to the Obligations of Parent. The obligations of Parent to consummate the transactions contemplated by this Merger Agreement shall be subject to fulfillment or written waiver by Parent prior to the Effective Time of each of the following conditions:
Conditions Precedent to the Obligations of Parent. All obligations of Parent under this Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions (any one of which may be waived at Closing by an officer of Parent):
(a) The representations and warranties by Parent and the Broadband Shareholders contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of such time;
(b) China Broadband Cayman and the Broadband Shareholders shall have performed and complied with, in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied or executed and delivered by them prior to or at the Closing;
(c) All Broadband Shareholders receiving Exchange Shares shall deliver to Parent a letter commonly known as an Investment Letter substantially in the form as annexed hereto as Exhibit 4.2(e), containing acknowledgements that the Exchange Shares are being acquired for investment purposes (each, an “Investment Letter”).
Conditions Precedent to the Obligations of Parent. SELLER AND NMT-US. -------------------------------------------------------------------- All of the obligations of Seller, Parent and NMT-US to consummate the transactions contemplated by this Agreement shall be contingent upon and subject to the satisfaction, on or before the Closing Date, of each and every one of the following conditions, all or any of which may be waived, in whole or in part, by Parent for purposes of consummating such transactions, but without prejudice to any other right or remedy which it may have hereunder as a result of any misrepresentation by, or breach of any covenant, representation warranty of Buyer or ISC contained in this Agreement, or any certificate or instrument furnished by it hereunder. To the extent that a representation is not qualified as to the best knowledge of or as to a Material Adverse Effect then it must be true in all material aspects.
Conditions Precedent to the Obligations of Parent. (a) The following shall be added to the end of Section 7.1:
Conditions Precedent to the Obligations of Parent. All obligations of Parent and the Company under this Agreement or any other instrument or any agreement contemplated hereby are subject to the fulfillment, prior to or as of the Closing Date, as indicated below, of each of the following conditions, any one of which may be waived at Closing by the Board of the Parent (or an executive officer of Parent acting on direction of the Board):
(a) The representations and warranties by or on behalf of AdNet, AdNet Executives and AdNet Shareholders contained in this Agreement, or the AdNet Pledge Documents shall be true in all material respects at and as of Closing Date as though such representations and warranties were made at and as of such time.
(b) AdNet, AdNet Executives and the AdNet Shareholders shall have performed and complied in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by it prior to or at the Closing, including, without limitation, all of the covenants and agreements of AdNet, AdNet Executives and the AdNet Shareholders set forth in Section 5 of this Agreement.
(c) On the Closing Date, the AdNet Executives shall have delivered to Parent a certificate, duly executed by such Person and certifying, that to the best of such Person’s knowledge and belief, that the representations and warranties of AdNet set forth in this Agreement are true and correct in all material respects.
(d) On or before the Closing, the Board of Directors of AdNet shall have approved, in accordance with PRC law and the AdNet Corporate Documents, the execution, delivery and performance of this Agreement, the AdNet Pledge Documents and the consummation of the transaction contemplated herein and authorized all of the necessary and proper action to enable AdNet to comply with the terms of the Agreement.
(e) On or before the Closing Date, there shall only be the AdNet Shares outstanding, all of which shall have been duly transferred to China Broadband Cayman at Closing by delivery of the same to the Trustee. Additionally, there shall be no warrants, options, notes, or other securities or convertible securities outstanding or any agreements to issue any of the foregoing and the capitalization shall be as established in this Agreement.
(f) At the Closing, all instruments and documents delivered to the Company pursuant to provisions hereof shall be reasonably satisfac...
Conditions Precedent to the Obligations of Parent