CONDITIONS PRECEDENT TO THE OBLIGATIONS OF TARGET Clause Samples
The 'Conditions Precedent to the Obligations of Target' clause defines specific requirements that must be satisfied before the target company is obligated to proceed with its responsibilities under the agreement. These conditions might include obtaining necessary regulatory approvals, ensuring that certain representations and warranties remain true, or the completion of agreed-upon actions by the other party. By setting these prerequisites, the clause protects the target from being bound to perform if essential conditions are not met, thereby reducing risk and ensuring that the transaction only moves forward when all critical factors are in place.
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF TARGET. The obligation of TARGET on the Closing Date as provided herein shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions precedent, unless waived by TARGET:
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF TARGET. The obligation of Target and seller to proceed with the Closing is subject to the fulfillment prior to or at Closing of the following conditions (any one or more of which may be waived in whole or in part by Target in its sole discretion):
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF TARGET. The obligations of Target under this Agreement are subject to the satisfaction, before or at the Closing, of each of the following conditions, which may be waived in whole or in part by Target:
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF TARGET. All obligations of Target under this Agreement are subject to the fulfillment, prior to or as of the Closing, of each of the following conditions:
(a) The representations and warranties by or on behalf of Ardmore and Merger Sub contained in this Agreement, the Transaction Documents or in any certificate or document delivered pursuant to the provisions hereof or thereof or in connection herewith or therewith shall be true at the time made and as of the Closing as though such representations and warranties were made at and as of such time.
(b) Ardmore, Merger Sub and the Principal Shareholder shall have performed and complied with all covenants, agreements, and conditions set forth or otherwise contemplated in, and shall have executed and delivered all documents required by, this Agreement and the Transaction Documents to be performed or complied with or executed and delivered by them prior to or at the Closing.
(c) On or before the Closing, the Board of Directors of Ardmore and Merger Sub, and Ardmore as sole stockholder of Merger Sub, shall have approved in accordance with the DGCL the execution and delivery of this Agreement and the Transaction Documents and the consummation of the Contemplated Transactions.
(d) On or before the Closing Date, Ardmore and Merger Sub shall have delivered certified copies of resolutions of the sole stockholder and the directors of Merger Sub and of the directors of Ardmore approving and authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and authorizing all of the necessary and proper action to enable Ardmore and Merger Sub to comply with the terms of this Agreement and the Transaction Documents, including the election of Target’s nominees to the Board of Directors of Ardmore and all matters outlined or contemplated herein or therein.
(e) The Merger shall be permitted by applicable Legal Requirements and Ardmore shall have sufficient shares of its capital stock authorized to complete the Merger and the transactions contemplated hereby.
(f) At Closing, all of the officers of Ardmore shall have resigned in writing from their positions as officers of Ardmore effective upon the election and appointment of the Target nominees for officers, and the directors of Ardmore shall nominate and elect to the Board of Directors of Ardmore the persons designated by Target effective as of the Effective Time.
(g) Target shall have received the advice of its tax advisor, to the extent it deems ne...
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF TARGET. Target is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of Target and may only be waived, in whole or in part, by Target, in its sole discretion:
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF TARGET. The obligation of Target to complete the Arrangement and the transactions contemplated by the Plan of Arrangement will be subject to the satisfaction of, or waiver by Target, on or before the Effective Date, of the following conditions, each of which is for the exclusive benefit of Target and may be waived by Target at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that Target may have:
(a) each of Acquisition Sub and Parent will have complied in all material respects with its obligations, covenants and agreements in this Agreement and the Plan of Arrangement to be performed and complied with on or before the Effective Date;
(b) the representations and warranties of Acquisition Sub and Parent contained in this Agreement shall be true and correct on the date of this Agreement and on the Effective Date as though made on the Effective Date (other than those representations and warranties which speak of an earlier date, which representations and warranties shall have been true and correct as of such earlier date), except in each case for such failures to be true and correct which have not had and are not reasonably likely to have a material adverse effect on the ability of Acquisition Sub and Parent to consummate the transactions contemplated by this Agreement and the Transaction Documents (it being agreed that any “materiality” and other similar qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have such a material adverse effect for purposes of this Section 8.2(b));
(c) Target will have received a certificate of Parent and Acquisition Sub, signed by a senior officer of each of Parent and Acquisition Sub and dated the Effective Date, certifying that the conditions set out in Sections 8.2(a) and 8.2(b) have been satisfied, which certificate will cease to have any force and effect after the Effective Date;
(d) Target will have received a certificate of Parent and Acquisition Sub, signed by a senior officer of each of Parent and Acquisition Sub and dated the Effective Date, certifying as complete and accurate as of the Effective Date attached copies of (i) the certificate or articles of incorporation and by-laws of Acquisition Sub, and (ii) all requisite actions or resolutions of the respective boards of directors, and shareholders, as necessary, of each of Parent and Acquisition Sub, as applicable, approving the execution of this Ag...