CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. The obligations of Purchaser to effect the Closing of the Transactions, shall be subject to the fulfillment (or waiver by the Purchaser, if capable of waiver) at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seller contained herein (other than the representations and warranties in Section 3.11(a)) shall have been true and correct when made and as of the Closing Date with the same effect as though made as of the Closing Date except (x) for changes specifically permitted by the terms of this Agreement (including the consummation of the Company Conversion, which will result in the conversion of the Company into a Delaware limited liability company), (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date (other than the Closing Date) will be determined as of such date and (z) where any failure of the representations and warranties in the aggregate to be true and correct would not reasonably be expected to have a Material Adverse Effect on the Company; and (ii) the representations and warranties of Seller contained in Section 3.11(a) shall have been true and correct when made and as of the Closing Date with the same effect as though made as of the Closing Date, except for changes specifically permitted by the terms of this Agreement (including the consummation of the Company Conversion, which will result in the conversion of the Company into a Delaware limited liability company). (b) Seller shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Seller shall have delivered to Purchaser a certificate of the President of Seller, dated the Closing Date, certifying the satisfaction of the conditions set forth in Section 6.2(a), Section 6.2(b), Section 6.2(e) and Section 6.2(f). (d) All License Consents other than any License Consents the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect on the Company shall have been granted, without the imposition of any condition or restriction, or obligation to enter into any covenant or agreement, that has or is reasonably likely to have a Material Adverse Effect on the Company or the Purchaser and all such License Consents shall be in full force and effect. (e) Seller shall have effected the Company Conversion. (f) The Company Indebtedness outstanding immediately prior to the Closing shall have been waived, extinguished or cancelled without cost or other obligation to the Company or to any Company Subsidiary and without recourse to their funds), and instruments reasonably satisfactory to Purchaser evidencing the foregoing shall have been delivered to Purchaser. (g) The Purchaser Shareholder Approval shall have been obtained. (h) Admission (nil paid) to the Official Lists of the UK Listing Authority and the Irish Stock Exchange and to trading on the London Stock Exchange’s and the Irish Stock Exchange’s market for listed securities of the new ordinary shares in Purchaser Guarantor to be issued pursuant to the Rights Issue becoming effective. (i) Seller shall have duly executed the Assignment Agreement. (j) Seller shall have delivered or effected the delivery to Purchaser of the Closing Deliverables.
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Sources: Share Purchase Agreement (Valentia Telecommunications)
CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. The obligations obligation of Purchaser to effect consummate the transactions contemplated by this Agreement and to be performed by it in connection with the Closing of the Transactions, shall be is subject to the fulfillment (or waiver by the Purchaser, if capable of waiver) at or prior to the Closing Date satisfaction of the following conditions:
(a) The representations and warranties of Seller contained herein (other than the representations and warranties set forth in Section 3.11(a)) 4.1 above shall be demonstrated to have been true and correct when made in all material respects at and as of the Closing Date with the same effect as though made as of the Closing Date except (x) for changes specifically permitted by the terms of this Agreement (including the consummation of the Company Conversion, which will result in the conversion of the Company into a Delaware limited liability company), (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date (other than the Closing Date) will be determined as of such date and (z) where any failure of the representations and warranties in the aggregate to be true and correct would not reasonably be expected to have a Material Adverse Effect on the Company; and (ii) the representations and warranties of Seller contained in Section 3.11(a) shall have been true and correct when made and as of the Closing Date with the same effect as though made as of the Closing Date, except for changes specifically permitted by the terms of this Agreement (including the consummation of the Company Conversion, which will result in the conversion of the Company into a Delaware limited liability company).;
(b) Seller and the Selling Shareholders shall have performed and complied with all of their covenants required to be performed hereunder prior to the Closing, if any, in all material respects all obligations and complied in all material respects with all covenants required respects;
(c) No action, suit, or Legal Proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation, or complied with by it prior (iii) affect adversely the right of Purchaser to own, operate, or on control any of the Closing Date.Purchased Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(cd) Seller Selling Shareholders shall have delivered to Purchaser a certificate of (without qualification as to Knowledge or materiality or otherwise) to the President of Seller, dated the Closing Date, certifying the satisfaction effect that each of the conditions set forth specified above in Section 6.2(a), Section 6.2(b), Section 6.2(e6.1(a)-(c) and Section 6.2(f).
(d) All License Consents other than any License Consents the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect on the Company shall have been granted, without the imposition of any condition or restriction, or obligation to enter into any covenant or agreement, that has or is reasonably likely to have a Material Adverse Effect on the Company or the Purchaser and satisfied in all such License Consents shall be in full force and effect.respects;
(e) Seller The Selling Shareholder Employment Agreements shall have effected been fully executed and delivered to the Company Conversion.applicable Parties;
(f) The Company Indebtedness outstanding immediately prior to the Closing Purchaser Employment Agreements shall have been waived, extinguished or cancelled without cost or other obligation fully executed and delivered to the Company or to any Company Subsidiary and without recourse to their funds), and instruments reasonably satisfactory to Purchaser evidencing the foregoing shall have been delivered to Purchaser.applicable Parties;
(g) The Purchaser Shareholder Approval Lock-Up Agreements shall have been obtained.fully executed and delivered to the applicable Parties;
(h) Admission (nil paid) Purchaser shall have satisfied itself, that all the information provided to Purchaser is true and accurate, and that since the Official Lists date hereof no changes have occurred, which have resulted in, or in the opinion of Purchaser may result in, a Material Adverse Effect change in the UK Listing Authority and the Irish Stock Exchange and to trading on the London Stock Exchange’s and the Irish Stock Exchange’s market for listed securities of the new ordinary shares in Purchaser Guarantor to be issued pursuant to the Rights Issue becoming effective.Purchased Assets; and
(i) Seller and the Selling Shareholders shall have duly executed obtained all consents and approvals, made all filings and registrations, and delivered all notices, including third-party consents and approvals, and authorizations and approvals of governments and governmental agencies necessary or as may be required in connection with the Assignment transactions contemplated by this Agreement. Purchaser may waive any condition specified in this Section 6 if it executes a writing so stating at or prior to the Closing.
(j) Seller shall have delivered or effected the delivery to Purchaser of the Closing Deliverables.
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CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. The obligations obligation of Purchaser to effect close the Closing of the Transactions, transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by the Purchaser, if capable of waiver) at or prior to the Closing Date of the additional following conditions:
(a) The representations and warranties of Seller contained herein (other than the representations and warranties in Section 3.11(a)) shall have been true and correct when made and as of the Closing Date with the same effect as though made as of the Closing Date except (x) for changes specifically permitted by the terms of this Agreement (including the consummation of the Company Conversion, which will result in the conversion of the Company into a Delaware limited liability company), (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date (other than the Closing Date) will be determined as of such date and (z) where any failure of the representations and warranties in the aggregate to be true and correct would not reasonably be expected to have a Material Adverse Effect on the Company; and (ii) the representations and warranties of Seller contained in Section 3.11(a) shall have been true and correct when made and as of the Closing Date with the same effect as though made as of the Closing Date, except for changes specifically permitted by the terms of this Agreement (including the consummation of the Company Conversion, which will result in the conversion of the Company into a Delaware limited liability company).
(b) Seller shall have performed in all material respects all obligations its agreements contained in this Agreement required to be performed at or prior to the Closing Date, and complied the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects with all covenants required on and as of the date of this Agreement and at and as of the Closing Date as if made on and as of such date or time, except as contemplated or permitted by this Agreement Agreement, and Purchaser shall have received a Certificate of the Chief Executive Officer and Chief Financial Officer of Seller to be performed that effect;
(b) Purchaser shall have received an opinion addressed to Purchaser from ▇▇▇▇▇▇ & Efron, P.A., or complied with other legal counsel selected by it prior Seller and reasonably satisfactory to or on Purchaser, dated as of the Closing Date.date, substantially in the form set forth in Exhibit D hereto;
(c) Seller shall have executed and delivered bills of sale assignments, consents to assignment and transfer, waivers of liens and other documents of title and related documents as Purchaser shall reasonably request, in any event sufficient to convey to Purchaser a certificate good and marketable title to all the Assets free and clear of all liens, charges, claims and encumbrances of any nature whatsoever, other than the President of Sellerliens, dated the Closing Date, certifying the satisfaction of the conditions claims and encumbrances set forth in Section 6.2(aon Disclosure Schedule 4.4(c) (the "Permitted Liens"), Section 6.2(b), Section 6.2(e) and Section 6.2(f).;
(d) All License Consents other than any License Consents the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect on the Company Seller and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P., as Escrow Agent, shall have been granted, without executed and delivered to Purchaser an Escrow Agreement substantially in the imposition of any condition or restriction, or obligation to enter into any covenant or agreement, that has or is reasonably likely to have a Material Adverse Effect on the Company or the Purchaser and all such License Consents shall be form set forth in full force and effect.Exhibit B hereto;
(e) Purchaser shall be reasonably satisfied that the key employees of Seller shall have effected the Company Conversion.identified on Disclosure Schedule 4.4(e) are willing to become employed by Purchaser on terms and conditions acceptable to Purchaser and as generally described on Disclosure Schedule 4.4(e);
(f) The Company Indebtedness outstanding immediately prior to Seller and the Closing key employees of Seller listed on Disclosure Schedule 4.4 (f) hereto shall have been waived, extinguished or cancelled without cost or other obligation to the Company or to any Company Subsidiary executed and without recourse to their funds), and instruments reasonably satisfactory delivered to Purchaser evidencing Noncompetition Agreements in substantially the foregoing shall have been delivered to Purchaser.form of Exhibit E hereto;
(g) The Purchaser Shareholder Approval Seller and its officers, directors and key employees shall have been obtained.executed and delivered to Purchaser such other certificates and other similar documents as Purchaser shall reasonably request;
(h) Admission Purchaser shall have raised at least Thirty Million (nil paid$30,000,000) to Dollars from the Official Lists sale of debt and/or equity securities from the UK Listing Authority and date of this Agreement through the Irish Stock Exchange and to trading on the London Stock Exchange’s and the Irish Stock Exchange’s market for listed securities of the new ordinary shares in Purchaser Guarantor to be issued pursuant to the Rights Issue becoming effective.Closing Date; and
(i) Seller No material adverse change shall have duly executed occurred in the Assignment Agreementbusiness of Seller, the business prospects of Seller or the Assets.
(j) Seller shall have delivered or effected the delivery to Purchaser of the Closing Deliverables.
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