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 not have occurred a Company Material Adverse Effect; (d) no action, suit or proceeding against Parent or the Company or their respective Subsidiaries shall have been taken by any Governmental Entity (as described in clause (a) of the definition of Governmental Entity), and no applicable Law shall have been enacted or promulgated, which has had or, if the Arrangement was consummated, would (i) result in a Company Material Adverse Effect or Parent Material Adverse Effect, (ii) enjoin or prohibit, or impose material conditions or terms on, the rights of Parent to own or exercise full ownership of the Company Shares upon completion of the Arrangement or the ownership or operation of the business or any material assets of Parent, the Company or any of their respective Subsidiaries, or (iii) materially impede the ability of the Parties to complete the Arrangement; and (e) Company Shareholders holding not more than 33 1/3% of the Company Shares then outstanding shall have validly exercised, and not withdrawn, Dissent Rights, and Company shall have provided to Parent a certificate of a senior officer certifying (without personal liability) such facts on the Effective Date with respect to Company.
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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, 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 ’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:
in (i) Sections 3.1(bSection 3.1(g)(i), 3.1(g)(iSection 3.1(dd)(ii) and 3.1(p)(iiSection 3.1 (dd)(iii) shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement, the Amendment Date Agreement 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 3.1Article 3, other than those to which clauses clause (i) and (ii) above applyapplies, shall be true and correct in all respects (disregarding for purposes of this Section 6.2(b)(iii6.2(b) 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 Agreement 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 Agreement or another date shall be true and correct in all respects as of such date), except in the case of this clause (iiiii) 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 ’s behalf and without personal liability), confirming the same as of the Effective Time;; and
(c) since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect;.
(d) no action, suit or proceeding against Parent or the Company or their respective Subsidiaries shall have been taken by any Governmental Entity (as described in clause (a) of the definition of Governmental Entity), and no applicable Law shall have been enacted or promulgated, which has had or, if the Arrangement was consummated, would (i) result in a Company Parent Material Adverse Effect or Parent Material Adverse Effect, (ii) enjoin or prohibit, or impose material conditions or terms on, the rights of Parent to own or exercise full ownership of the Company Shares upon completion of measured as if the Arrangement had been consummated) or the ownership or operation of the business or any material assets of Parent, the Company or any of their respective Subsidiaries, or (iii) would materially impede the ability of the Parties to complete the Arrangement; and;
(e) Company Shareholders holding not more than 33 1/3% of the Company Shares then outstanding shall have validly exercised, and not withdrawn, Dissent Rights, and Company shall have provided to Parent a certificate of a senior officer certifying (without personal liability) such facts on the Effective Date with respect to Company.;
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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 Agreement 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 Agreement 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 Agreement 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 Agreement 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 not have occurred a Company Material Adverse Effect;
(d) no action, suit or proceeding against Parent or the Company or their respective Subsidiaries shall have been taken by any Governmental Entity (as described in clause (a) of the definition of Governmental Entity), and no applicable Law shall have been enacted or promulgated, which has had or, if the Arrangement was consummated, would (i) result in a Company Material Adverse Effect or Parent Material Adverse Effect, (ii) enjoin or prohibit, or impose material conditions or terms on, the rights of Parent to own or exercise full ownership of the Company Shares upon completion of the Arrangement or the ownership or operation of the business or any material assets of Parent, the Company or any of their respective Subsidiaries, or (iii) materially impede the ability of the Parties to complete the Arrangement; and
(e) Company Shareholders holding not more than 33 1/3% of the Company Shares then outstanding shall have validly exercised, and not withdrawn, Dissent Rights, and Company shall have provided to Parent a certificate of a senior officer certifying (without personal liability) such facts on the Effective Date with respect to Company.
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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, 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 ’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:
in (i) Sections 3.1(bSection 3.1(g)(i), 3.1(g)(iSection 3.1(dd)(ii) and 3.1(p)(iiSection 3.1(dd)(iii) shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement, the Amendment Date Agreement 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 3.1Article 3, other than those to which clauses clause (i) and (ii) above applyapplies, shall be true and correct in all respects (disregarding for purposes of this Section 6.2(b)(iii6.2(b) 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 Agreement 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 Agreement or another date shall be true and correct in all respects as of such date), except in the case of this clause (iiiii) 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 ’s behalf and without personal liability), confirming the same as of the Effective Time;; and
(c) since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect;.
(d) no action, suit or proceeding against Parent or the Company or their respective Subsidiaries shall have been taken by any Governmental Entity (as described in clause (a) of the definition of Governmental Entity), and no applicable Law shall have been enacted or promulgated, which has had or, if the Arrangement was consummated, would (i) result in a Company Parent Material Adverse Effect or Parent Material Adverse Effect, (ii) enjoin or prohibit, or impose material conditions or terms on, the rights of Parent to own or exercise full ownership of the Company Shares upon completion of measured as if the Arrangement had been consummated) or the ownership or operation of the business or any material assets of Parent, the Company or any of their respective Subsidiaries, or (iii) would materially impede the ability of the Parties to complete the Arrangement; and;
(e) Company Shareholders holding not more than 33 1/3% of the Company Shares then outstanding shall have validly exercised, and not withdrawn, Dissent Rights, and Company shall have provided to Parent a certificate of a senior officer certifying (without personal liability) such facts on the Effective Date with respect to Company.;
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