Conditions to AGCO’s Obligation to Close Clause Samples

Conditions to AGCO’s Obligation to Close. AGCO’s obligation to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver (to the extent permitted by applicable Law) on or prior to the Closing Date of all of the following conditions:
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Conditions to AGCO’s Obligation to Close. AGCO’s obligation to effect the transactions contemplated by this Agreement (excluding transactions contemplated to be consummated at the Deferred Brazil Closing) shall be subject to the satisfaction or waiver (to the extent permitted by applicable Law) on or prior to the Closing Date of all of the following conditions: (a)
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Related to Conditions to AGCO’s Obligation to Close

  • Conditions to Obligation to Close (a) Conditions to Obligation of the Parent. The obligation of each of the -------------------------------------- Parent and the Transitory Subsidiary to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in (S)3(a) and (S)4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Stockholders shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing; (iii) the Company and its Subsidiaries shall have procured all of the material third party consents required pursuant to (S)5(b) above; (iv) no action, suit, or proceeding shall be pending 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 (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Parent to own the Company Shares and to control the Company and its Subsidiaries, or (D) affect materially and adversely the right of any of the Company and its Subsidiaries to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) each of the Stockholders shall have delivered to the Parent a certificate to the effect that each of the conditions specified above in (S)7(a)(i)-(ii) is satisfied, and the Company shall have delivered to the Parent a certificate to the effect that each of the conditions specified above in (S)7(a)(iii)-(iv) is satisfied; (vi) the FCC shall have granted the Transfer of Control Application and such grant shall be in full force and effect, all applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated, and the Parties, the Company, and its Subsidiaries shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in (S)3(a)(ii), (S)3(b)(ii), and (S)4(c) above; (vii) the Parent and each of the Stockholders shall have entered into a Registration Rights Agreement in form and substance as set forth in Exhibit C attached hereto and the same shall be in full force and effect; (viii) the Parent shall have received from each Stockholder that is not a natural person (A) a copy of resolutions duly adopted by such Stockholder's board of directors authorizing such Stockholder to enter into this Agreement and consummate the transactions contemplated hereby, certified by the secretary or assistant secretary of such Stockholder as being complete and correct and in full force and effect as of the Closing Date, and (B) an incumbency certificate dated as of the Closing Date with respect to the officer executing this Agreement on behalf of such Stockholder; (ix) the Parent shall have obtained on terms and conditions satisfactory to it in its sole discretion all of the financing it needs in order to consummate the transactions contemplated hereby; (x) a majority of the Parent's directors that are not Affiliates of the Company shall have approved the transactions contemplated hereby; (xi) the holders of eighty percent (80%) of the Parent's Senior Preferred Stock shall have approved the transactions contemplated hereby; (xii) the Parent shall be satisfied that no material adverse change in the financial condition, results of operation, business, assets, properties or prospects of the Company shall have occurred since December 31, 1998; (xiii) the Parent shall have received an opinion from a nationally recognized investment bank stating the transactions contemplated hereby are fair to the Parent from a financial point of view; (xiv) the Parent and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have executed amendments to ▇▇. ▇▇▇▇▇'▇ employment and equity incentive agreements on terms satisfactory to Parent in its sole discretion; (xv) Alta and Syncom shall each have entered into, and shall have pledged all the Parent Class A Shares and Warrants issuable to it hereunder for the benefit of the Senior Lenders pursuant to, a pledge agreement in the form attached hereto as Exhibit D; (xvi) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have entered into, and shall have pledged all the Parent Class A Shares and Warrants issuable to her hereunder for the benefit of the Senior Lenders pursuant to, a pledge agreement in the form attached hereto as Exhibit E; and (xvii) all actions to be taken by the Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Parent. The Parent may waive any condition specified in this (S)7(a) if it executes a writing so stating at or prior to the Closing.

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to Buyer’s Obligation to Close Buyer’s obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

  • Conditions to Purchaser’s Obligation to Close The obligations of Purchaser to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Purchaser in writing:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):