Conditions to Obligation of Parent Sample Clauses

Conditions to Obligation of Parent. The obligation of Parent and Merger Sub to consummate the Merger is further subject to the following conditions:

Conditions to Obligation of Parent. The obligation of Parent to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Conditions to Obligation of Parent. The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions:

Conditions to Obligation of Parent. The obligation of Parent to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless the Parent shall waive such fulfillment: 6.2.1 This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on and as of the Closing Date, such closing documents and instruments as Parent shall reasonably request, in each case reasonably satisfactory in form and substance to Parent and its counsel; and 6.2.7 Parent shall have received from each Sub Shareholder and holder of Sub Warrants an executed consent agreement in the form agreed to by the parties. (All holders of Notes shall have converted their Notes to Sub Common Stock prior to Closing). 6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.

Conditions to Obligation of Parent. The obligation of Parent to consummate the Closing is subject to the satisfaction (or, to the extent permissible, waiver by Parent) of the following further conditions: (a) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) (i) The representations and warranties of Buyer contained in Section 4.01, Section 4.02 and Section 4.08 (determined without regard to any qualification or exception contained therein relating to “material”, “materiality” or any similar qualification or standard) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (except with respect to representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date), and (ii) the representations and warranties of Buyer contained in Article 4 other than Section 4.01, Section 4.02 and Section 4.08 (determined without regard to any qualification or exception contained therein relating to “material”, “materiality” or any similar qualification or standard) shall be true and correct at and as of the Closing Date, as if made at and as of such date (except with respect to representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date), in the case of this clause (ii) with only such exceptions as would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the performance by Buyer of its obligations under this Agreement. (c) Parent shall have received a certificate signed by an officer of Buyer certifying as to the matters set forth in Section 8.03(a) and Section 8.03(b). (d) All of the payments and deliveries to be made by Buyer to Parent or VS Holdco and/or by VS Holdco to Parent, as applicable, pursuant to Section 2.09 and, if applicable Section 2.13, shall have been made or shall be made concurrently with the Closing.

Conditions to Obligation of Parent and Acquisition to Effect ------------------------------------------------------------ the Merger. The obligation of Parent and Acquisition to effect the Merger is ---------- further subject to (i) the Company having performed in all material respects each of its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms hereof, (ii) each of the representations and warranties of the Company contained in this Agreement being true and correct as of the Effective Time as though made on and as of the Effective Time, except for (a) changes permitted by this Agreement, and (b) any failures which, individually or in the aggregate, would not have a Material Adverse Effect, and (iii) Acquisition having received a certificate from the Company signed by the chief executive officer of the Company, to the effect of (ii)(a) and (ii)(b). The provisions of this Section 7.03 shall become void and shall no longer have any effect in the event that Shares are purchased pursuant to the Offer.

Conditions to Obligation of Parent. The obligation of Parent, Holdco, Parent Merger Sub and Company Merger Sub to effect the Mergers is further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

Conditions to Obligation of Parent. Merger Sub and Cash Sub to Effect the Contribution and the Merger. The obligation of Parent, Merger Sub and Cash Sub to effect the Contribution and the Merger is further subject to the fulfillment, at or prior to the Closing, of each of the following additional conditions (all or any of which may be waived in whole or in part by Parent, Merger Sub and Cash Sub in their sole discretion):

Conditions to Obligation of Parent. The obligation of Parent to effect the Transaction is subject to the satisfaction (or written waiver by Parent) as of the Closing of the following conditions: (a) The representations and warranties of the Company made in this Agreement shall be true and correct in all material respects as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company by the time of the Closing. The Company shall have delivered to Parent a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. (b) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity, or other legal restraint or prohibition shall be in effect preventing the Transaction. (c) The Company shall have executed and delivered to Parent the Other Transaction Documents to which the Company is a party.