Conditions to Obligations of Acquirer Clause Samples

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Conditions to Obligations of Acquirer. The obligation of Acquirer to consummate the Contribution Closing is subject to the satisfaction, on or prior to the Contribution Closing Date, of each of the following conditions, any one or more of which may be waived in writing, in whole or in part, by Acquirer (in Acquirer’s sole discretion):
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Conditions to Obligations of Acquirer. The obligations of Acquirer hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Acquirer):
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Conditions to Obligations of Acquirer. The obligations of Acquirer to effect the Merger are also subject to the satisfaction, or waiver by Acquirer, at or prior to the Effective Time, of the following conditions:
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Conditions to Obligations of Acquirer. The obligation of Acquirer to effect the Transfer is further subject to the satisfaction or (to the extent permitted by Law) waiver by Acquirer on or prior to the Closing Date of the following conditions:
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Conditions to Obligations of Acquirer. Acquirer's obligations to consummate the Merger and to take the other actions contemplated in this Agreement are subject to the fulfillment or satisfaction, at or prior to the Closing, of each of the following conditions (any one or more of which may be individually waived by Acquirer, but only in a writing signed by Acquirer):
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Conditions to Obligations of Acquirer. The obligation of Acquirer to consummate the Closing is subject to the satisfaction of the following further conditions: (a) (i) The representations and warranties of Contributor contained in Section 3.1, Section 3.2 and Section 3.4 (disregarding all qualifications as to materiality and Material Adverse Effect and qualifications of similar import contained therein) 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 (other than such representations and warranties that by their terms address matters only as of another specific time, which shall be true and correct in all material respects only as of such time), and (ii) all other representations and warranties of Contributor contained in this Agreement shall be true and correct at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specific time, which shall be true and correct in all respects only as of such time), except (disregarding all qualifications as to materiality and Material Adverse Effect and qualifications of similar import contained therein) where the failure of such representations and warranties, individually or in the aggregate, to be true and correct would not reasonably be expected to have a Material Adverse Effect. (b) Contributor shall have performed in all material respects all of the covenants and agreements required to be performed by Contributor under this Agreement at or prior to the Closing. (c) Contributor shall have complied with Section 5.11 in all respects. (d) Contributor shall have delivered or caused to be delivered to Acquirer a statement pursuant to Treasury Regulation Section 1.1445 2(b)(2) certifying that Contributor is not a foreign person. (e) Contributor shall have delivered or caused to be delivered a certificate executed by a duly authorized officer of Contributor, dated the Closing Date, stating that the conditions to Acquirer’s obligations set forth in Section 7.2(a) and Section 7.2(b) have been satisfied. (f) Contributor and the Company shall have obtained those consents listed on Schedule 7.2(f), each in form and substance reasonably satisfactory to Acquirer, and copies thereof shall have been delivered to Acquirer. (g) Acquirer shall have received the written resignations and release of claims to fees or expenses of each of the managers and officers of the Company, each in form and subs...
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Conditions to Obligations of Acquirer. SUB 1 AND SUB 2 The obligations of Acquirer, Sub 1 and Sub 2 hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Acquirer, Sub 1 and Sub 2, but only in a writing signed on behalf of Acquirer, Sub 1 and Sub 2 by the Chief Executive Officer of each such entity):
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Related to Conditions to Obligations of Acquirer

  • Conditions to Obligations 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 Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction 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 rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the Transactions shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions: (a) the representations and warranties of the Company Parties and Sellers contained in Article 4 and Article 5 shall have been true and correct in all material respects as of the date hereof and as of the Closing Date, provided, however, that with respect to any representations and warranties that are qualified by materiality or “Company Material Adverse Effect,” or similar references, such representations and warranties shall be true and correct in all respects as of the date hereof and as of the Closing Date; (b) the Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Sellers shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (c) Buyer shall have received a certificate, dated as of the Closing Date and signed by each of the Sellers, that each of the conditions set forth in Sections 9.2(a) and 9.2(b) shall have been satisfied; (d) the Sellers shall have delivered, or caused the delivery of, all the certificates, instruments, agreements and other documents required to be delivered to the Buyer pursuant to Section 3.1; (e) the Sellers shall have delivered audited financial statements of the Company for the fiscal years ended 2012 and 2011, together with unqualified audit reports relating thereto and a consent from the Company’s auditors consenting to the filing of such financial statements in Buyer’s filings with the Securities and Exchange Commission, which consent shall be acceptable to Buyer in all reasonable respects; (f) no Action shall have been commenced against the Buyer, any of the Sellers or the Company Parties, which would prevent or delay the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any of the Transactions; (g) all approvals, consents (including consents to filings of documents as exhibits to the Buyer’s SEC filings) and waivers that are listed on Schedule 5.4 shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing; (h) all related party transactions set forth on Schedule 5.22 shall have been terminated (including all related party receivables and payables); and (i) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser 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: