Conditions to Closings Clause Samples
The "Conditions to Closings" clause defines the specific requirements that must be satisfied before the parties are obligated to complete a transaction, such as a merger, acquisition, or sale. These conditions may include obtaining regulatory approvals, securing third-party consents, or ensuring that certain representations and warranties remain true up to the closing date. By clearly outlining these prerequisites, the clause ensures that both parties are protected from unforeseen issues and that the transaction only proceeds when all agreed-upon standards are met, thereby reducing risk and uncertainty.
POPULAR SAMPLE Copied 1 times
Conditions to Closings. Section 4.1 Conditions Precedent to the Obligation of the Company to Sell. The obligation hereunder of the Company to issue and/or sell the Initial Shares and Warrants to the Investors at the Closing is subject to the satisfaction at or before the Closing of each of the applicable conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.
(a) Accuracy of the Investors' Representations and Warranties. The representations and warranties of the Investors will be true and correct as of the date when made and as of the Closing Date.
Conditions to Closings. Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:
Conditions to Closings. (a) The obligations of the Company and of the Manager to cause the Investors to consummate the sale and purchase of the Purchased Shares and the Warrants at a Closing are subject to the fulfillment, prior to or on the applicable Closing Date, of the following conditions:
(i) The Manager and the Investors shall have obtained all Regulatory Approvals, which shall be in a form and substance reasonably acceptable to the Manager, and any conditions to completion of the transactions contemplated by this Agreement that are set forth therein shall have been satisfied in all respects;
(ii) No judgment, injunction, decree or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the transactions contemplated by this Agreement; and
(iii) The Company shall have received the written opinion, of a nationally recognized investment banking firm and in a form which are acceptable to Company and the Manager, in their sole discretion, that the terms of the Company’s sale of the Securities under this Agreement are fair to shareholders from a financial point of view.
(b) The obligations of the Manager to cause the Investors to consummate the purchase of the Purchased Shares and the Warrants at a Closing are subject to the fulfillment, prior to or on the applicable Closing Date, of the following additional conditions:
(i) The representations and warranties of the Company in Section 3 shall be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) as of the date hereof and at and as of the Closing Date, except for representations and warranties made as of a specific date, which will be made as of such specified date, except, in each case, where the failure of such representations or warranties to be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) would not result in a Material Adverse Change;
(ii) The Company shall have complied in all material respects with its obligations under this Agreement that are required to be complied with at or prior to the Closing;
(iii) Since the date of this Agreement, there shall have been no event, transaction, condition or change that has had or would reasonably be expected to have a Material Adverse Effect on the Company or the Bank;
(iv) The Company’s Board of Directors shall have formally approved the execution and delivery of this Agreement and the W...
Conditions to Closings a. The obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on each Closing Date is subject to the condition that (i) as of such Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and
b. The obligation of the Issuer to consummate the sale and issuance of the Securities at each Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that:
(i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of that Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of that Closing Date; and
(ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to that Closing.
c. The obligation of the Investor to consummate the purchase of the Securities at the First Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Investor of the additional conditions that:
(i) all representations and warranties of the Issuer contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall...
Conditions to Closings. (a) Conditions to the Company’s Obligations. The obligations of the Company pursuant to Section 2.1(a) in connection with each Closing are subject to the satisfaction, or waiver in accordance with this Agreement, of the following conditions on or before the applicable Closing Date:
(i) the representations and warranties of each Purchaser contained herein shall be true and correct as of the applicable Closing Date (unless expressly made as of an earlier date herein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements required to be performed by any Purchaser on or prior to the applicable Closing Date (other than the obligations set forth in Section 2.1(a) to be performed at such Closing) shall have been performed; and
(iii) the delivery by each Purchaser of the items each Purchaser is required to deliver prior to the applicable Closing Date pursuant to Section 2.2.
Conditions to Closings. Each Purchaser’s obligation to purchase and pay for the MRP Shares to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:
Conditions to Closings. The obligations of the Purchasers to purchase the Notes and the Warrants on each Closing Date is subject to the fulfillment of the conditions precedent for each such Closing Date as hereinafter set forth.
Conditions to Closings. Section 7.1 Conditions of Purchase at Initial Closing................33 Section 7.2 Conditions of Sale.......................................34 ARTICLE 8 Survival; Indemnification
Conditions to Closings. Notwithstanding any other provision, as a condition precedent to each Closing, all of the following conditions will have been satisfied:
a. The Common Stock has been trading on a Trading Market on and since the Notice Date, trading has not been suspended, and the Company is in compliance with all requirements to continue trading on a Trading Market;
b. No uncured event of default exists under any Transaction Document;
c. The representations and warranties of Company in this Agreement will be true and correct in all material respects;
d. All Shares will have been timely delivered to Purchaser and any Affiliate of Purchaser in accordance with any contractual requirements, time being of the essence;
e. All documents, instruments and other writings required to be delivered by Company to Purchaser pursuant to any provision of this Agreement or in order to implement and effect the transactions contemplated herein have been delivered.
Conditions to Closings. 18 6.1 CONDITIONS TO PURCHASER'S OBLIGATION TO ACQUIRE THE SHARES....................18 6.2 CONDITIONS TO COMPANY'S OBLIGATION TO ISSUE THE SHARES........................19 6.3 CONDITIONS TO ISSUANCE OF OPTION SHARES.......................................20