Conditions to Obligations Clause Samples
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Conditions to Obligations. 7.1 Conditions to the Purchaser's Obligations. The obligations of Purchaser to purchase the Property from Seller and to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at all times following the Effective Date and as of the Closing (or such other time period specified below), of each of the following conditions:
a. All of the representations and warranties of Seller set forth in this Agreement shall be true in all material respects and Seller shall deliver a Closing Certificate in substantially the same form attached hereto as Exhibit D updating such representations and warranties.
b. Seller shall have delivered, performed, observed and complied with, all of the items, instruments, documents, covenants, agreements and conditions required by this Agreement to be delivered, performed, observed and complied with by it prior to, or as of, the Closing.
c. Seller shall not be in receivership or dissolution or have made any assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they mature, or have been adjudicated a bankrupt, or have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state and no such petition shall have been filed against it.
d. No material or substantial adverse change shall have occurred with respect to the condition, financial or otherwise, of the Seller or the Property.
e. Neither the Property nor any part thereof or interest therein shall have been taken by execution or other process of law in any action prior to Closing.
f. Seller shall have obtained and delivered to Purchaser a current report, dated no more than ten (10) days prior to this Agreement, from a licensed pest control company reasonably acceptable to Purchaser, and which must show the Property to be free of all termite, or other destructive insect and pest infestation.
g. During the Review Period, Seller shall have obtained at Seller's expense and delivered to Purchaser a Phase I environmental site assessment report, dated no more than 60 days prior to this Agreement, and performed by a licensed firm.
h. During the Review Period, Purchaser shall have satisfactorily completed an inspection of the Property with respect to the physical condition thereof by agents or contractors selected by Purchaser.
i. During the Review Period, Pur...
Conditions to Obligations. Conditions to Obligations of Acquiror, Merger Sub, and the Company 85 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 86 Section 9.3. Conditions to the Obligations of the Company 87 Section 10.1. Termination 88 Section 10.2. Effect of Termination 89 Section 11.1. Trust Account Waiver 89 Section 11.2. Waiver 90 Section 11.3. Notices 90 Section 11.4. Assignment 92 Section 11.5. Rights of Third Parties 92 Section 11.6. Expenses 92 Section 11.7. Governing Law 92 Section 11.8. Headings; Counterparts 92 Section 11.9. Company and Acquiror Disclosure Letters 92 Section 11.10. Entire Agreement 93 Section 11.11. Amendments 93 Section 11.12. Publicity 93 Section 11.13. Severability 93 Section 11.14. Jurisdiction; Waiver of Jury Trial 94 Section 11.15. Enforcement 94 Section 11.16. Non-Recourse 95 Section 11.17. Non-Survival of Representations, Warranties and Covenants 95 Section 11.18. Legal Representation 95 Exhibit A Form of Amended and Restated Certificate of Incorporation of Acquiror Exhibit B Form of Amended and Restated Bylaws of Acquiror Exhibit C Form of Registration Rights Agreement Exhibit D Form of Lock-Up Agreement Exhibit E Form of Incentive Equity Plan This Agreement and Plan of Merger, dated as of September 11, 2024 (this “Agreement”), is made and entered into by and among Southport Acquisition Corporation, a Delaware corporation (“Acquiror”), Sigma Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”) and Angel Studios, Inc., a Delaware corporation (the “Company”, together with Acquiror and Merger Sub, the “Parties” and each, a “Party” ).
Conditions to Obligations. OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
Conditions to Obligations. Notwithstanding anything to the contrary in this Agreement, the Investor shall not be obligated to purchase any Purchased Shares at the Closing unless each of the following conditions are satisfied:
(i) the representations and warranties of the Company contained herein shall remain accurate in all material respects on the Closing Date (unless as of a specific date herein in which case they shall be accurate as of such date);
(ii) the Registration Statement shall remain effective and available for the offer and sale of the Purchased Shares at all times until the Closing;
(iii) at the Closing, the Common Stock shall have been listed or quoted for trading on the Principal Market and shall not have been suspended from trading, at any time, after the Execution Date and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock;
(iv) no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Purchased Shares; and
(v) the issuance of the Purchased Shares will not violate any requirements of the Principal Market. If any of the events described in clauses (i) through (iv) above occurs prior to the Closing, then the Investor shall have no obligation to purchase the Purchased Shares set forth in the Purchase Notice. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to sell any Purchased Shares to the Investor at the Closing unless the representations and warranties of the Investor contained herein shall remain accurate in all material respects on the Closing Date (unless as of a specific date herein in which case they shall be accurate as of such date).
Conditions to Obligations. OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Conditions to Obligations. The following conditions must be satisfied (or waived by Parent) prior to the Parties becoming obligated to complete the Distribution:
(a) Final approval of the Distribution shall have been given by the Board of Directors of Parent in its sole discretion.
(b) The actions and filings necessary or appropriate under federal and state securities laws and state blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the Distribution (including, if applicable, any actions and filings relating to the Information Statement) shall have been taken and, where applicable, have become effective or been accepted.
(c) The Spinco Common Stock to be issued in the Distribution shall have been accepted for listing on the New York Stock Exchange, Inc., subject to official notice of issuance.
(d) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of the Separation, the Contribution or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect.
(e) A private letter ruling from the Internal Revenue Service, in form and substance satisfactory to Parent, shall have been obtained, and shall continue in effect, to the effect that no gain or loss will be recognized by Parent, Spinco, or Parent’s or Spinco’s shareholders for federal income tax purposes as a result of the Distribution or the Contribution.
(f) All required consents and approvals in connection with the transactions contemplated hereby shall have been received or provided, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the ability of the parties to complete the transactions contemplated by this Agreement and the Ancillary Agreements or (B) the business, assets, liabilities, financial condition or results of operations of Spinco and its subsidiaries, taken as a whole.
(g) This Agreement shall not have been terminated.
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law:
Conditions to Obligations. The obligations of the Selling Shareholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on an Applicable Closing Date are subject to the condition that the Share Transfer shall have occurred not later than the Closing Date.
(a) The several obligations of the Underwriters are subject to the following further conditions:
(i) Subsequent to the execution and delivery of this Agreement and prior to each Applicable Closing Date:
(A) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and
(B) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.
(ii) The Underwriters shall have received on each Applicable Closing Date a certificate, dated such Applicable Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 7(a)(i)(A) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of such Applicable Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before such Applicable Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(iii) The Underwriters shall have received on each Applicable Closing Date an opinion and letter of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel for the Company, dated such Applicable Closing Date, in the form attached hereto as Exhibit B and Exhibit C respectively.
(iv) The Underwriters shall have received on each Applicable Closing Date an opinion of ▇▇▇▇▇▇ & ▇...
Conditions to Obligations. 7.1 Conditions to the Purchaser's Obligations . . . . . . . . . . . . . . 7.2 Failure of Conditions to Purchaser's Obligations . . . . . . . . . . .
Conditions to Obligations. OF EACH PARTY. The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 7.5: